JAMES R. WHITAKER
DIRECT DIAL: (513) 579-6415
FACSIMILE: (513) 579-6457
E-MAIL: JWHITAKER@KMKLAW.COM
January 24, 2000
The Provident Bank
One East Fourth Street
Cincinnati, Ohio 45202
RE: The Provident Bank--Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel for The Provident Bank, an Ohio banking
corporation ("Provident"), in connection with the preparation of the
registration statement on Form S-3 (the "Registration Statement") relating to
the Securities (defined below) and with the authorization and issuance from
time to time in one or more series (each a "Series") of up to $1,901,700,000
aggregate principal amount of asset-backed securities (the "Securities"). The
Registration Statement is being filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended. As
set forth in the Registration Statement, each Series of Securities will be
issued under and pursuant to the conditions of a separate pooling and
servicing agreement, master pooling and servicing agreement, trust agreement
or indenture (each, an "Agreement") among Provident, a trustee (the "Trustee")
and where appropriate, a servicer (the "Servicer"), each to be identified in
the prospectus supplement for such Series of Securities.
We have examined the prospectus (the "Prospectus") and forms of
prospectus supplement (each, a "Prospectus Supplement") related thereto
contained in the Registration Statement. We have also examined the forms of
each Agreement filed or incorporated by reference as an exhibit to the
Registration Statement, the forms of each Series of Securities set forth in
the related Agreement filed or incorporated by reference as an exhibit to the
Registration Statement and such other records, documents and instruments as we
have deemed necessary for purposes of this opinion ("Documents").
In arriving at the opinions expressed below, we have assumed that each
Agreement will be duly authorized by all necessary corporate action on the
part of Provident, the Trustee, the Servicer (where applicable) and any other
party thereto for such Series of Securities and will be duly executed and
delivered by Provident, the Trustee, the Servicer and any other party thereto
substantially in the applicable form filed or incorporated by reference as an
exhibit to the Registration Statement, that each Series of Securities will be
duly executed and delivered in substantially the forms set forth in the
related Agreement filed or incorporated by reference as an exhibit to the
Registration Statement, and that Securities will be sold as described in the
Registration Statement.
In addition, in rendering the opinions set forth below, we have made such
investigations of such matters of law as we deemed appropriate as a basis for
the opinions expressed below. Further, we have assumed the genuineness of all
signatures and the authenticity of all Documents submitted to us as originals.
Our opinions are also based on the assumption that there are no agreements or
understandings with respect to the transactions contemplated in the documents
relating to the above-mentioned transaction other than those contained in the
Documents. Furthermore, our opinions are based on the assumption that all
parties to the Documents will comply with the terms thereof.
Based upon the foregoing, we are of the opinion that:
1. Each Agreement, when duly authorized, executed and delivered by
Provident, the Trustee, the Servicer (where applicable) and any other party
hereto, will constitute a legal, valid and binding agreement of Provident,
enforceable against Provident in accordance with its terms.
2. When a Series of Securities has been duly authorized by all necessary
action on the part of Provident (subject to the terms thereof being otherwise
in compliance with applicable law at such time), duly executed and
authenticated by the Trustee for such Series in accordance with the terms of
the related Agreement and issued and delivered against payment therefor as
described in the Registration Statement, such Series of Securities will be
legally and validly issued, fully paid and nonassessable, and the holders
thereof will be entitled to the benefits of the related Agreement.
The foregoing opinions are subject to the following qualifications:
(1) The opinions expressed herein are rendered as of the date hereof
and we undertake no obligation to update the opinions or advise you of
any changes in the event there is any change in legal authorities, facts,
assumptions or documents on which the opinions are based (including the
taking of any action by any party to the Documents pursuant to any
opinion of counsel or waiver), or any inaccuracy in any of the
representations, warranties or assumptions upon which we have relied in
rendering the opinions expressed herein unless we are specifically
engaged to do so;
(ii) The opinions expressed herein are limited as described above,
and we do not express an opinion with respect to the laws of any
jurisdiction other than the laws of the States of Ohio and New York
(excluding choice of law principles therein) and the federal laws of the
United States of America, although we point out to you that we are not
licensed to practice law in the State of New York;
(iii) The legality, validity and enforceability of any rights and
remedies provided in any of the Agreements or the Securities are subject
to exceptions provided by bankruptcy, insolvency, reorganization,
receivership, moratorium, assignment for the benefit of creditors' laws
or similar laws now or hereafter in effect affecting the validity,
legality and binding affect and enforceability of creditors' rights
generally, including, without limitation, the effect of statutory or
other laws regarding fraudulent conveyances or preferential transfers;
(iv) Specific performance, injunctive relief or other traditional
equitable remedies may not be available as being subject to the
discretion of the court before which any proceeding therefore may be
brought;
(v) We express no opinion as to the enforceability of any provisions
in any of the Agreements or the Securities providing for the recovery of
attorneys' fees or other costs of collection.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the Prospectus and under the heading "Legal Matters" in
each Prospectus Supplement, in each case forming a part of the Registration
Statement, without admitting that we are "experts" within the meaning of the
Securities Act of 1933, as amended, or the Rules and Regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
KEATING, MUETHING & KLEKAMP, P.L.L.
BY: /s/ James R. Whitaker
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James R. Whitaker
jsm