(513) 723-4000



                               November 12, 1996



Board of Directors
ASB Financial Corp.
503 Chillicothe Street
Portsmouth, Ohio 45662

Gentlemen:

     We have acted as special counsel for ASB Financial Corp.(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 ASB  Financial  Corp.
1996  Stock  Option  and  Incentive  Plan (the  "Plan")  as  described  in the
Registration  Statements  on Form S-8 to be  filed  with  the  Securities  and
Exchange   Commission  on  or  about  November  12,  1996  (the  "Registration
Statements"),  for the purpose of registering  171,396 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(a) the
Registration  Statement;  (b) the  Company's  Articles  of  Incorporation,  as
amended and as  certified  by the  Secretary  of State of Ohio on November 12,
1996; (c) the Code of Regulations of the Company as certified by the President
and the Treasurer of the Company on November 12, 1996; (d) the  Certificate of
Inspector of Election for the meeting of the  shareholders of the Company held
on November 15, 1995; (e) the minutes of the meeting of the Board of Directors
of the Company dated  November 15, 1995; (f) the minutes of the meeting of the
Board of Directors of the Company dated  September 23, 1996; (g) a Certificate
of Good Standing with respect to the Company  issued by the Secretary of State
of Ohio  dated  November  12,  1996 (h) a  Certificate  of the  President  and
Treasurer  of the  Company  dated  November  12,  1996;  and  (i)  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  Statements  (when they
become effective), such Common Shares issued upon the exercise of such options
will be validly issued, fully paid and non-assessable.

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     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
Statements 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


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