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                                   EXHIBIT 5.0

                    OPINION OF MULDOON, MURPHY & FAUCETTE LLP
            AS TO THE LEGALITY OF THE COMMON STOCK REGISTERED HEREBY







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August 24, 1999


Board of Directors
PCB Holding Company
819 Main Street
Tell City, Indiana 47586

      Re:   PCB Holding  Company  1999  Stock  Option Plan for Offer and Sale of
            39,675  Shares  of  Common  Stock  and  PCB  Holding   Company  1999
            Management and Recognition Plan,  Registration Statement on Form S-8
            for Offer and Sale of 15,870 Shares of Common Stock

Ladies and Gentlemen:

      We have been  requested by PCB Holding  Company,  an Indiana  corporation,
(the  "Company") to issue a legal opinion in  connection  with the  registration
under the  Securities  Act of 1933 on Form S-8 of 55,545 shares of the Company's
Common Stock, par value $.01 per share (the "Shares"),  that may be issued under
the PCB Holding  Company 1999 Stock Option Plan and the PCB Holding Company 1999
Management and Recognition Plan  (hereinafter,  collectively  referred to as the
"Plan").

      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 to 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, Peoples Community Bank.

      Based on the  foregoing  and limited in all respects to Indiana law, it is
our opinion that the Shares  reserved  under the Plan have been duly  authorized
and, upon payment for and  issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.





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Board of Directors
August 24, 1999
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      We note that, although  certain  portions of the registration statement on
Form S-8  (the financial  statements  and  schedules) have been included therein
(through  incorporation by  reference)  on the authority of "experts" within the
meaning  of  the  Securities Act, we are not experts with respect to any portion
of  the  Registration  Statement, including without limitation  to the financial
statements  or  schedules  or  the  other financial information or data included
therein.

      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 LLP

                                          MULDOON, MURPHY & FAUCETTE LLP