EXHIBIT 5

                                                                (513) 723-4009



                                August 30, 1996



Board of Directors
Potters Financial Corporation
519 Broadway
East Liverpool, Ohio 43920

Gentlemen:

               We  have  acted  as  special  counsel  for  Potters   Financial
Corporation,  an Ohio  Corporation  (the  "Company"),  in connection  with the
proposed  issuance and sale of the common shares of the Company,  no par value
(the "Common  Shares"),  upon the exercise of options granted to purchase such
Common  Shares  pursuant to The Potters  Savings and Loan Company Stock Option
Plan as described in the  Registration  Statement on Form S-8 to be filed with
the  Securities  and Exchange  Commission  on or about  September 4, 1996 (the
"Registration Statement"), for the purpose of registering 52,900 Common Shares
reserved  for  issuance  under  the Plan  pursuant  to the  provisions  of the
Securities Act of 1933, as amended, and the rules and regulations  promulgated
thereunder.

               In connection  with this opinion,  we have examined an original
or copy of,  and  have  relied  upon  the  accuracy  of,  without  independent
verification  or  investigation,  (a)  the  Registration  Statement;  (b)  the
Company's Articles of Incorporation, as certified by the Secretary of State of
Ohio on  August  20,  1996;  (c) the Code of  Regulations  of the  Company  as
certified  by the  President  and the  Treasurer  of the Company on August 21,
1996;  (d) the  Certificate  of  Inspector  of Election for the meeting of the
shareholders  of The Potters  Savings and Loan Company held on April 28, 1994;
(e) a Certificate  of Good Standing with respect to the Company  issued by the
Secretary  of State of Ohio dated August 20, 1996;  (f) a  Certificate  of the
President  and  Treasurer of the Company  dated August 21, 1996;  and (g) such
other  representations  of the  Company  and its  officers  as we have  deemed
relevant.

               In our  examinations,  we have assumed the  genuineness  of all
signatures, the conformity to original documents of all documents submitted to
us as copies and the authenticity of such originals of such latter  documents.
We have also assumed the due preparation of share  certificates and compliance
with applicable federal and state securities laws.





               Based solely upon and subject to the  foregoing and the further
qualifications  and limitations set forth below, as of the date hereof, we are
of the  opinion  that after the Common  Shares  shall have been  issued by the
Company upon the  exercise of the options and payment  therefor in full in the
manner  provided  in the  Plans  and in the  Registration  Statement  (when it
becomes  effective),  such  Common  Shares  issued  upon the  exercise of such
options will be validly issued, fully paid and non-assessable.

               This  opinion  is  limited  to the  federal  laws of the United
States  and to the laws of the  State  of Ohio  having  effect  as of the date
hereof.  This opinion is furnished by us solely for the benefit of the Company
in  connection  with the  offering of the Common  Shares and the filing of the
Registration  Statement and any  amendments  thereto.  This opinion may not be
relied upon by any other person or assigned,  quoted or otherwise used without
our specific written consent.

               We consent  to the filing of this  opinion as an exhibit to the
aforementioned  Registration  Statement  and  to  the  reference  to us in the
Registration Statement.

                               Very truly yours,



                               VORYS, SATER, SEYMOUR AND PEASE