EXHIBIT 5

                                                          (513) 723-4000


                                                          January 21, 1998

Board of Directors
Industrial Bancorp, Inc.
211 N. Sandusky Street
Bellevue, Ohio  44180

Gentlemen:

      We have acted as counsel for Industrial Bancorp, Inc. (the "Company"), 
in connection with the proposed issuance and sale of the common shares of 
the Company, no par value (the "Common Shares"), upon the exercise of 
options granted to purchase such Common Shares pursuant to the Industrial 
Bancorp, Inc. 1996 Stock Option and Incentive Plan (the "Plan"), as 
described in the Registration Statement on Form S-8 to be filed with the 
Securities and Exchange Commission on or about January 23, 1998 (the 
"Registration Statement"), for the purpose of registering 555,450 Common 
Shares reserved for issuance under the Plan pursuant to the provisions of 
the Securities Act of 1933, as amended, and the rules and regulations 
promulgated thereunder.

      In connection with this opinion, we have examined and have relied upon 
the accuracy of, without independent verification or investigation, the 
following:  (a) the Plan; (b) the Registration Statement; (c) minutes of the 
meeting of the Stock Option and Incentive Plan Committee of the Company, 
dated March 6, 1996; and (d) such other documents as we have deemed 
relevant. 

      In our examinations, we have assumed the genuineness of all 
signatures, the conformity to original documents of all documents submitted 
to us as copies and the authenticity of such originals of such latter 
documents.  We have also assumed the due preparation of share certificates 
and compliance with applicable federal and state securities laws. 

      Based solely upon and subject to the foregoing and the further 
qualifications and limitations set forth below, as of the date hereof, we 
are of the opinion that after the Common Shares have been issued by the 
Company upon the exercise of the options and payment therefor in full in the 
manner provided in the Plan and in the Registration Statement, such Common 
Shares will be validly issued, fully paid and non-assessable.

      This opinion is limited to the federal laws of the United States and 
to the laws of the State of Ohio having effect as of the date hereof.  This 
opinion is furnished by us solely for the benefit of the Company in 
connection with the offering of the Common Shares and the filing of the 
Registration Statement and any amendments thereto.  This opinion may not be 
relied upon by any other person or assigned, quoted or otherwise used 
without our specific written consent. 

      We consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference to us in the Registration 
Statement. 

                                       Very truly yours, 



                                       VORYS, SATER, SEYMOUR AND PEASE LLP