EXHIBIT 5.1
KEATING, MUETHING & KLEKAMP, P.L.L.
1800 Provident Tower
One East Fourth Street
Cincinnati, Ohio 45202
Telephone (513) 579-6400
Facsimile (513) 579-6457
May 15, 1997
The Provident Bank
One East Fourth Street
Cincinnati, Ohio 45202
RE: Registration Statement No. 333-18897
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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
referenced 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
$500,000,000 aggregate principal amount of asset-backed securities (the
"Securities"). 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, 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 copies of Provident's Amended Articles of Incorporation
and Code of Regulations. We have also examined forms of each Agreement, as
filed or incorporated by reference as exhibits to the Registration Statement,
and the forms of Securities included in any Agreement so filed or
incorporated by reference in the Registration Statement and such other
records, documents and statutes as we have deemed necessary for purposes of
this opinion.
Based upon the foregoing, we are of the opinion that:
1. When any Agreement relating to a Series of Securities has been duly
and validly authorized by all necessary action on the part of Provident and
has been duly executed and delivered by Provident, the Servicer, if any, the
Trustee and any other party thereto, such Agreement will constitute a legal,
valid and binding agreement of Provident, enforceable against Provident in
accordance with its terms, except as enforcement thereof may be
limited by insolvency or other laws applicable to banks relating to or
affecting creditors' rights or by general equity principles.
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.
In rendering the foregoing opinions, we express no opinion as 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.
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 each Prospectus 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