EXHIBIT 5


October 6, 1997


Board of Directors
Peoples-Sidney Financial Corp.
101 E. Court Street
Sidney, Ohio 45365

Members of the Board:

         We have  acted  as  counsel  to  Peoples-Sidney  Financial  Corp.  (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of a registration statement on Form S-8 under the Securities
Act of 1933 (the  "Registration  Statement")  relating  to 23,000  shares of the
Company's  Common Stock,  par value $.01 per share (the "Common  Stock"),  to be
offered  pursuant to the Peoples  Federal  Savings & Loan  Association of Sidney
401(k) Retirement Plan (the "Plan"), and related interests in the Plan.

         In this connection,  we have reviewed originals or copies, certified or
otherwise  identified  to our  satisfaction,  of the  Company's  Certificate  of
Incorporation,  Bylaws,  resolutions  of its Board of  Directors  and such other
documents  and  corporate  records  as we deem  appropriate  for the  purpose of
rendering this opinion.

         Based upon the  foregoing,  it is our opinion that the shares of Common
Stock to be offered by the Company  will be,  when and if issued,  sold and paid
for as contemplated by the Plan,  legally issued,  fully paid and non-assessable
shares of Common Stock of the Company.

         We hereby  consent to the inclusion of our opinion as Exhibit 5 of this
Registration  Statement.  In giving  this  consent,  we do not admit that we are
within the category of persons whose consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission thereunder.

                                             Very truly yours,


                                             /s/ SILVER, FREEDMAN & TAFF, L.L.P.
                                             -----------------------------------
                                             SILVER, FREEDMAN & TAFF, L.L.P.