EXHIBIT 5

                     OPINION OF KEATING, MUETHING & KLEKAMP



                            FACSIMILE (513) 579-6956



                                  June 3, 1997

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



Ladies and Gentlemen:

         This firm is general  counsel to Provident  Financial  Group,  Inc.(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  1997
Stock  Option  Plan which calls for the  issuance  of shares of Common  Stock to
employees 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 4,000,000  shares of Common Stock
pursuant to the 1997 Stock Option Plan subject to the approval by  shareholders,
and after such shareholder  approval is recieved,  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:   /s/ Gary P. Kreider
                                        -----------------------------------
                                              Gary P. Kreider