EXHIBIT 5

                     OPINION OF KEATING, MUETHING & KLEKAMP



                            FACSIMILE (513) 579-6956



                                November 26, 1996

Direct Di(513) 579-6410
E-Mail:  gkreideKMKlaw.com



Ladies and Gentlemen:

         This firm is general  counsel to Provident  Bancorp (the "Company") and
as such, we are familiar with the Company's Articles of  Incorporation,  Code of
Regulations and corporate proceedings generally.  We have reviewed the corporate
records as to the  establishment  of the Company's  1996  Non-Executive  Officer
Stock  Option  Plan which calls for the  issuance  of shares of Common  Stock to
employees  who are not  executive  officers of the Company and its  subsidiaries
upon exercise of options granted to them. Based solely upon such examination, we
are of the opinion that:

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

         2. The Company has taken all necessary and required  corporate  actions
in  connection  with the  proposed  issuance of 300,000  shares of Common  Stock
pursuant to the 1996  Non-Executive  Officer  Stock Option Plan,  and the Common
Stock,  when  issued  and  delivered,  will be  validly  issued,  fully paid and
non-assessable  shares  of  Common  Stock of the  Company  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:  Gary P. Kreider
                                              ________________________________
                                                    Gary P. Kreider