Exhibit 5.2


                      MALIZIA, SPIDI, SLOANE & FISCH, P.C.
                                Attorneys at Law
                               One Franklin Square
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                            Telephone: (202) 434-4660
                           Telecopier: (202) 434-4661



June 2, 1997

Premier Financial Bancorp, Inc.
120 N. Hamilton Street
Georgetown, Kentucky 40324

Gentlemen:

     We have acted as counsel to Premier Financial Bancorp, Inc. (the "Company")
in connection  with the  preparation  and filing by the Company and PFBI Capital
Trust (the "Trust") of a registration  statement (the "Registration  Statement")
on Form S-1 under the  Securities  Act of 1933,  as amended  (the  "Act"),  with
respect  to the offer and sale of certain of the  Trust's  Preferred  Securities
(liquidation amount $25 per Preferred Security) (the "Preferred Securities") and
certain of the Company's Junior  Subordinated  Debentures (the "Debentures") and
the related  Guarantee  Agreement  by and between the Company and Bankers  Trust
Company,  as  trustee  (the  "Guarantee").  In  connection  therewith,  you have
requested our opinion as to certain matters referred to below.

     In our capacity as such counsel,  we have  familiarized  ourselves with the
actions  taken  by the  Company  in  connection  with  the  registration  of the
Debentures and the Guarantee.  We have examined originals or certified copies of
such records, agreements,  certificates of public officials and others, and such
other documents, including the Registration Statement and the amendment thereto,
as we have deemed relevant and necessary as a basis for the opinions hereinafter
expressed.  In  such  examination,  we  have  assumed  the  genuineness  of  all
signatures on original documents and the authenticity of all documents submitted
to us as originals, the conformity to original documents of all copies submitted
to us as conformed or photostatic  copies, and the authenticity of the originals
of such latter  documents.  We are  attorneys  admitted  to practice  before the
courts of the United States and, accordingly, we express no opinion with respect
to matters governed by the laws of any jurisdiction  other than the federal laws
of the United States.

     Based upon and subject to the foregoing,  we are of the opinion that,  when
issued (with respect to the Debentures), or executed and delivered (with respect
to the Guarantee),  as set forth in the Registration  Statement,  the Debentures
and the  Guarantee  will be the valid and binding  obligations  of the  Company,
enforceable in accordance with their terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency, moratorium,  reorganization or similar
laws relating to or affecting the enforcement of creditors'  rights generally or
the rights




Premier Financial Bancorp, Inc.
June 2, 1997
Page 2

of creditors of bank holding  companies,  the accounts of whose subsidiaries are
insured by the  Federal  Deposit  Insurance  Corporation,  or by general  equity
principles,  regardless  of  whether  such  enforceability  is  considered  in a
proceeding in equity or at law.

     We consent to the references to this opinion and to Malizia,  Spidi, Sloane
& Fisch, P.C. in the Prospectus  included as part of the Registration  Statement
under the caption "Validity of Securities," and to the inclusion of this opinion
as an exhibit to the Registration Statement.

                                      Very truly yours,


                                      /s/Malizia, Spidi, Sloane & Fisch, P.C.
                                      ---------------------------------------
                                      MALIZIA, SPIDI, SLOANE & FISCH, P.C.