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EXHIBIT 5 - LEGAL OPINION

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

September 30, 1998

Board of Directors
Commercial and Savings Bank Co.
701 S. Market St.
Danville, OH

RE:  S-4 Registration Statement for Shares of Killbuck Bancshares, Inc. Common 
     Stock

Gentlemen:

We have acted as counsel to Killbuck Bancshares, Inc. (the "Company") in
connection with the preparation of its S-4 Registration Statement to be filed on
or about September 30, 1998, with the Securities and Exchange Commission, for
the purpose of registering shares of the Company to be issued to shareholders of
Commercial and Savings Bank Co. ("Commercial"), pursuant to the terms and
conditions of a Merger Agreement dated as of April 13, 1998, (the "Agreement").
In connection with the filing of the Registration Statement, we are providing
this opinion as to the shares to be registered under the Securities Act of 1933
and issued in connection with the Agreement.

We are of the opinion that the shares of common stock of the Company are duly
authorized, and when issued in accordance with the terms of the Agreement, will
be validly issued, fully paid and nonassessable.

This opinion is intended solely for your use and other than its inclusion in the
Registration Statement of the Company and reference to it in the Proxy
Statement-Prospectus issued in connection therewith, may not be quoted,
circulated or copied without our express prior written consent.

Very truly yours,

/s/ Werner & Blank Co., LPA

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