[Form of Corporate Opinion of Dinsmore & Shohl]
, 1994
THE FOLLOWING OPINION IS INTENDED TO BE RENDERED UPON THE CLOSING
OF THE TRANSACTION DESCRIBED THEREIN IN SUBSTANTIALLY THE FORM
PRESENTED, ASSUMING NO CHANGES IN THE FACTS OR THE LAW UPON WHICH
SUCH OPINION IS BASED, AND SUBJECT TO RECEIPT, REVIEW AND APPROVAL
OF FINAL DOCUMENTS
The National Bancorp of Kentucky, Inc.
2560 Richmond Road
Lexington, Kentucky 40509
Mr. Tracy W. Farmer
2560 Richmond Road
Lexington, Kentucky 40509
Gentlemen:
We have acted as counsel to Fifth Third Bancorp in connection
with the transactions provided for in the Affiliation Agreement
dated as of December __, 1993 ("Affiliation Agreement") by and
between Fifth Third Bancorp ("Fifth Third") and The National
Bancorp of Kentucky, Inc. ("National Bancorp") and the Agreement of
Merger dated as of December __, 1993 by and between Fifth Third and
National Bancorp ("Agreement of Merger"). This opinion is rendered
to you pursuant to paragraph 3 of Section VI.C. of the Affiliation
Agreement.
We have examined and are familiar with originals or copies,
certified or otherwise, identified to our satisfaction, of such
statutes, regulations, documents, corporate records, and
certificates of public officials and corporate officers as we have
deemed necessary for the purposes of this opinion, including but
not limited to the following: (a) the Second Amended Articles of
Incorporation of Fifth Third, as amended; (b) the Code of
Regulations, as amended, of Fifth Third; and (c) the record of all
actions taken by the Board of Directors of Fifth Third in
connection with any matters covered by this opinion.
We have made such examination of Kentucky, Ohio and Federal
law as we deem relevant for the purposes of this opinion, but we
have not made any review of the laws of any state other than
Kentucky and Ohio. Accordingly, we express no opinion as to the
laws of any state or jurisdiction other than the United States of
America and the States of Kentucky and Ohio.
Based upon and subject to the foregoing, we are of the opinion
that:
1. Fifth Third is duly incorporated, validly existing and in
good standing as a corporation under the laws of Ohio, and has all
the requisite power and authority to enter into and consummate the
transactions provided for in the Affiliation Agreement and the
Agreement of Merger.
2. Fifth Third is a registered bank holding company under
the Bank Holding Company Act of 1956, as amended, and it has all
requisite corporate power and authority to conduct the business in
which it is engaged and as now conducted.
3. The Affiliation Agreement and the Agreement of Merger and
the transactions provided for therein have been duly approved by
the Board of Directors of Fifth Third, and no action is required to
be taken by the shareholders of Fifth Third to authorize, approve
or adopt the Affiliation Agreement or the Agreement of Merger or
the transactions provided for therein.
4. The Affiliation Agreement and the Agreement of Merger
have been duly executed and delivered by Fifth Third and constitute
valid and binding obligations of Fifth Third enforceable against
Fifth Third in accordance with their respective terms, except to
the extent that (i) enforceability thereof may be limited by
bankruptcy, insolvency, moratorium, fraudulent conveyance or other
laws relating to or from time to time affecting the enforcement of
creditors' rights generally or the rights of creditors of bank
holding companies, the accounts of whose subsidiaries are insured
by the Federal Deposit Insurance Corporation and (ii) the
availability of certain remedies may be precluded by general
principles of equity.
5. The execution, delivery and performance of the
Affiliation Agreement and the Agreement of Merger do not violate
the Articles of Incorporation or Code of Regulations of Fifth
Third.
6. Fifth Third has taken all necessary and required
corporate action to authorize the issuance or transfer of the
shares of its Common Stock to be received by the holder of the
Common Stock of National Bancorp as a result of the merger of
National Bancorp with and into Fifth Third and, when so issued or
transferred, such shares will be legally and validly issued and
outstanding, fully paid and nonassessable and will not upon such
transfer or issuance be subject to the preemptive rights of any
shareholder of Fifth Third, and such shares have been registered
under the Securities Act of 1933, as amended.
7. The registration statement filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
Registration No. (the "Registration Statement"), by Fifth
Third to register the shares of Common Stock of Fifth Third being
offered to the shareholder of National Bancorp in the merger
provided for in the Affiliation Agreement and the Agreement of
Merger has been declared effective and no stop order has been
issued and no proceeding for that purpose has been initiated or, to
our best knowledge, contemplated or threatened by the Securities
and Exchange Commission.
8. The Registration Statement and the proxy statement/
prospectus included therein at the time it became effective
complied as to form with the requirements of the Securities Act of
1933, as amended, and the rules and regulations thereunder.
9. All necessary approvals for the transactions provided for
in the Affiliation Agreement and the Agreement of Merger have been
obtained from the appropriate regulatory authorities and are in
full force and effect.
Very truly yours,
DINSMORE & SHOHL
/S/ S. Richard Arnold
S. Richard Arnold
SRA/je
Enclosure