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               EXHIBIT 5 OPINION OF MULDOON, MURPHY & FAUCETTE



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                                November 17, 1997





Board of Directors
Delphos Citizens Bancorp, Inc.
114 East Third Street
Delphos, Ohio 45833

      Re: Delphos Citizens Bancorp, Inc. 1997 Stock-Based Incentive Plan
          Registration Statement on Form S-8 for Offer and Sale of
          285,421 Additional Shares of Common Stock

Lady and Gentlemen:

      We  have  acted  as  counsel  for  Delphos  Citizens  Bancorp,  Inc.  (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended,  on Form S-8 of 285,421 shares of the Company's  Common Stock,  $.01
par value (the "Shares"),  to be issued under the Delphos Citizens Bancorp, Inc.
1997 Stock-Based Incentive Plan (the "Plan").

      As such  counsel,  we have made such legal and  factual  examinations  and
inquiries as we deemed  advisable for the purpose of rendering this opinion.  In
our  examination,  we have assumed and have not verified (i) the  genuineness of
all  signatures,  (ii) the  authenticity  of all  documents  submitted  to us as
originals,  (iii) the conformity with the originals of all documents supplied to
us as copies,  and (iv) the accuracy and  completeness of all corporate  records
and documents and of all certificates and statements of fact, in each case given
or made available to us by the Company or its subsidiary.

      Based on the foregoing and limited in all respects to Delaware law and the
facts as they  exist on the  date  hereof,  it is our  opinion  that the  Shares
reserved  under the Plan have been duly  authorized and upon the issuance of the
Shares in the manner  described in the Plan, will be validly issued,  fully paid
and nonassessable.

       The following  provisions of the Company's  Certificate of  Incorporation
may not be given effect by a court applying Delaware law, but in our opinion the
failure to give effect to such provisions  will not affect the duly  authorized,
validly issued,  fully paid and  nonassessable  status of the Common Stock:


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Board of Directors
Delphos Citizens Bancorp, Inc.
November 17, 1997
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      (a)  Subsections  C.3 and C.6 of Article  FOURTH and  Section D of Article
      EIGHTH,  which grant the Board the  authority  to  construe  and apply the
      provisions of those  Articles,  subsection C.4 of Article  FOURTH,  to the
      extent that  subsection  obligates  any person to provide to the Board the
      information  such  subsection  authorizes  the  Board to  demand,  and the
      provision of  Subsection  C.7 of Article  EIGHTH  empowering  the Board to
      determine  the Fair  Market  Value  of  property  offered  or paid for the
      Company's stock by an Interested Stockholder,  in each case to the extent,
      if any,  that a court  applying  Delaware  law  were to  impose  equitable
      limitations upon such authority; and

      (b) Article  NINTH,  which  authorizes the Board to consider the effect of
      any offer to acquire the Company on constituencies other than stockholders
      in evaluating any such offer.

      This opinion is rendered to you solely for your benefit in connection with
the  issuance of the Shares as described  above.  This opinion may not be relied
upon by any other person or for any other  purpose,  and it should not be quoted
in whole or in part or  otherwise  referred to or be filed with or  furnished to
any  governmental  agency (other than the Securities and Exchange  Commission in
connection with the aforementioned  Registration  Statement on Form S-8 in which
this  opinion is  contained)  or any other  person or entity  without  the prior
written consent of this firm.

      We hereby  consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's Registration Statement on Form S-8.

                                            Very truly yours,



                                            /s/ MULDOON, MURPHY & FAUCETTE