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                                 EXHIBIT TO S-4
                             REGISTRATION STATEMENT
                                   EXHIBIT 5


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                   [WERNER & BLANK CO., L.P.A. LETTERHEAD]




November 4, 1996

Board of Directors
DCB Financial Corp.
41 N. Sandusky Street
Delaware, Ohio  43015

Re: S-4 Registration Statement for the Securities of DCB Financial Corp.

Gentlemen:

In connection with the proposed public offering of 4,273,200 shares of common
stock of DCB Financial Corp. by DCB Financial Corp. (the "Company") covered by
the above Registration Statement, we have examined the Company's Articles of
Incorporation, Code of Regulations, Corporate Minute book, and Registration
Statement on Form S-4 to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933.

Based upon examination of such other instruments and records as we deem
necessary, we are of the opinion that:

1.   The Company has been duly incorporated under the laws of the State of
     Ohio and is validly existing and in good standing under these laws.

2.   The 4,273,200 shares of common stock covered by said Registration
     Statement have been legally authorized, and when issued in exchange for
     the common stock of The Delaware County Bank & Trust Company, will be
     legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the said
Registration Statement under the caption "legal opinions" in the Proxy
Statement, constituting a part of the Registration Statement.


Very truly yours,



Werner & Blank Co., L.P.A.