EXHIBIT 5

                 OPINION OF KEATING, MUETHING & KLEKAMP, P.L.L.



                            FACSIMILE (513) 579-6956



                                February 9, 2000

Direct Dial:  (513) 579-6410
E-Mail:       gkreider@KMKlaw.com



Ladies and Gentlemen:

     This firm is general  counsel to  Provident  Financial  Group,  Inc. and as
such, we are familiar with the Provident's  Articles of  Incorporation,  Code of
Regulations and corporate proceedings generally.  We have reviewed the corporate
records as to the  acquisition  and  issuance  of  additional  shares  under the
Glenway Financial Corporation 1990 Stock Option and Incentive Plan, the Fidelity
Federal Savings Bank 1992 Stock Incentive Plan, the Fidelity  Financial of Ohio,
Inc. 1997 Stock Option Plan and the OHSL Financial  Corp.  1992 Stock Option and
Incentive  Plan,  and as to the  initial  issuance  of  shares  pursuant  to the
Provident  Financial  Group,  Inc.  2000  Employee  Stock Option Plan (all plans
collectively referred to as the "Plans"),  which call for the issuance of shares
of Common Stock to employees of Provident and its subsidiaries  upon exercise of
options  granted to them.  Based  solely  upon such  examination,  we are of the
opinion that:

     1. Provident is a duly organized and validly existing corporation under the
laws of the State of Ohio; and

     2.  Provident  has taken all necessary  and required  corporate  actions in
connection  with the proposed  issuance of up to 882,996  shares of Common Stock
pursuant to the Plans and, the Common Stock, when issued and delivered,  will be
validly  issued,  fully  paid  and  non-assessable  shares  of  Common  Stock of
Provident free of any claim of pre-emptive rights.

     We  hereby  consent  to be  named  in the  Registration  Statement  and the
Prospectus  part thereof as the  attorneys who have passed upon legal matters in
connection with the issuance of the aforesaid  Common Stock and to the filing of
this opinion as an exhibit to the Registration Statement.

                                     Very truly yours,

                                     KEATING, MUETHING & KLEKAMP, P.L.L.


                                     By:   /s/ Gary P. Kreider
                                         ----------------------------------
                                                 Gary P. Kreider