Exhibit 5.1 TOMB AND TOMB Attorneys at Law 402 Indiana Theatre Building Indiana, Pennsylvania 15701 June 17, 1994 First Commonwealth Financial Corporation Old Courthouse Square 22 North Sixth Street Indiana, Pennsylvania 15701 Gentlemen: We have acted as counsel to First Commonwealth Financial Corporation ("FCFC") in connection with the Agreement and Plan of Reorganization made as of March 25, 1994 by FCFC and United National Bancorporation ("United") and the related Plan of Merger dated March 25, 1994 between United and FCFC (collectively, the "Agreements"). The Agreements provide for the merger of United into FCFC (the "Merger"). In the Merger, each issued and outstanding share of common stock, par value $2.50 per share, of United ("United Common Stock") (other than shares as to which the holders exercise dissenters' rights) will be converted into 2 shares of common stock, par value $1 per share, of FCFC ("FCFC Common Stock"). We have also acted as counsel to FCFC in connection with the Registration Statement on Form S-4 (the "Registration Statement") to be filed by FCFC with the Securities and Exchange Commission for the purpose of registering under the Securities Act of 1933, as amended, the 1,637,580 shares of FCFC Common Stock which may be issued to the shareholders of United in connection with the Merger. This opinion is being furnished to you for the purpose of being filed as an Exhibit to the Registration Statement. In connection with this opinion, we have examined, among other things: (1) An executed copy of the Agreement and Plan of Reorganization; (2) A copy of the Articles of Incorporation and By-Laws of FCFC as in effect on the date hereof; and First Commonwealth Financial Corporation -2- (3) Copies of resolutions adopted by the Board of Directors of FCFC, including resolutions approving the Agreements. Based upon the foregoing and upon an examination of such other documents, corporate proceedings, statutes and decisions as we have considered necessary to enable us to furnish this opinion, and assuming that the Merger is consummated in accordance with the terms of the Agreements, we are pleased to advise you that in our opinion, the shares of FCFC Common Stock into which United Common Stock outstanding immediately before the Merger becomes effective will be converted will, at the time the Merger becomes effective, be duly authorized, validly issued, fully paid and nonassessable shares of FCFC Common Stock. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to us under the caption "Legal Opinions" in the Proxy Statement/Prospectus forming a part of the Registration Statement. Very truly yours, Tomb and Tomb