Exhibit 5, 23.2


Susan B. Zaunbrecher, Esq.
Telephone: (513) 977 8171
E-Mail:    zaunbrec@dinslaw.com


                       January 20, 1999


LCNB Corp.
P.O. Box 59
Lebanon, Ohio 45036

Ladies and Gentlemen:

This opinion is rendered for use in connection with the Registration
Statement on Form S-4, pursuant to the Securities Act of 1933, filed
by LCNB Corp. (the "Company") with the Securities and Exchange
Commission, under which up to approximately 1,760,000 shares of the
Company's Common Stock, without par value ("Common Stock") are to be
registered in connection with the proposed merger of LC Interim
National Bank with Lebanon Citizens National Bank (the "Merger") .

We hereby consent to the filing of this opinion as Exhibit 5 and
23.2 to the Registration Statement and to the reference to our name
in the Registration Statement.

As counsel to the Company, we have examined and are familiar with
originals or copies, certified or otherwise identified to our
satisfaction, of such statutes, documents, corporate records,
certificates of public officials, and other instruments as we have
deemed necessary for the purpose of this opinion, including the
Company's Articles of Incorporation and Regulations and the record
of proceedings of the shareholders and directors of the Company.

Based upon the foregoing, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing
and in good standing as the corporation under the laws of the State
of Ohio.

2. When the Registration Statement shall have been declared
effective by order of the Securities and Exchange Commission and up
to 1,760,000 shares of Common Stock to be issued to the shareholders
of Lebanon Citizens National Bank pursuant to the Merger shall have
been so issued upon the terms set forth in the Registration
Statement, such shares will be legally and validly issued and
outstanding, fully-paid and nonassessable.

                                       Very truly yours,

                                       DINSMORE & SHOHL LLP

                                      /s/ Susan B. Zaunbrecher
                                          Susan B. Zaunbrecher