March 5, 1999


Board of Directors
Peoples-Sidney Financial Corporation
101 East Court Street
Sidney, Ohio 45365

Members of the Board:

         We have acted as counsel to Peoples-Sidney  Financial  Corporation (the
"Corporation") 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 71,415 shares
of the  Corporation's  Common  Stock,  par  value  $.01 per share  (the  "Common
Stock"),  to be offered pursuant to the 1998 Management  Recognition Plan of the
Corporation (the "Plan").

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

         Based upon the foregoing, it is our opinion that:

1.       The  shares  of  Common  Stock  being  so  registered  have  been  duly
         authorized.

2.       The shares of Common  Stock to be offered by the  Corporation  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 Corporation.

         We hereby  consent to the inclusion of our opinion as Exhibit 5 to 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.