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EXHIBIT 5. OPINION OF WERNER & BLANK CO., L.P.A.



   
December 4, 1998
    




Ohio State Bancshares, Inc.
111 S. Main Street
Marion, Ohio  43302

RE:      Issuance of Shares of Common Stock

Gentlemen:

This letter is written in connection with the Registration Statement on Form
SB-2 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission"), pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), for the purpose of registering 24,800 shares
(the "Shares") of common stock, $10 par value (the "Common Stock"), of Ohio
State Bancshares, Inc. (the "Company").

For purposes of rendering the opinion expressed below, we have examined and
relied upon originals, or copies certified to our satisfaction, of such records,
documents, certificates of public officials and officers of the Company, and
other documents and instruments as we have deemed appropriate.

   
In conducting our examination, we have assumed, without investigation, the
genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such copies, and the accuracy
and completeness of all records made available to us by the Company. In
rendering our opinion below, we have assumed, without investigation, that any
certificate or other document on which we have relied that was given or dated
earlier than the date of this letter continued to remain accurate insofar as
relevant to such opinion, from such earlier date through and including the date
of this letter. In addition, we have assumed, without investigation, the
accuracy of the representations and statements as to factual matters made in the
Registration Statement and in the prospectus to be delivered to each shareholder
(the "Prospectus"), and the accuracy of representations and statements as to
factual matters made by the officers and employees of the Company and public
officials.
    

The opinion expressed below is subject, without investigation, to the following
assumptions:

A. The Registration Statement, as finally amended, will become and remain
effective throughout all periods relevant to the opinion expressed below.
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B. The Prospectus will fulfill, and, together with any subsequent amendments or
supplements thereto, will continue to fulfill all of the requirements of the
Securities Act, throughout all periods relevant to the opinion expressed below.

C. The resolutions of the board of directors authorizing the offer, sale and
issuance of the Shares (the "Authorizing Resolutions"), will not be revoked or
rescinded, and no amendment, modification, or other alteration of the
Authorizing Resolutions will cause such resolutions, as amended, to deviate
materially in substance from the provisions of the Authorizing Resolutions as in
effect on the date hereof.

D. All offers, sales and issuances of the Shares will be made in a manner (i)
which complies with the terms, provisions and conditions described in the
Prospectus and any amendments or supplements to the Prospectus, and (ii) which
is within the scope of the Authorizing Resolutions.

E. All offers, sales and issuances of the Shares will comply with the applicable
securities laws of the states having jurisdiction.

F. At all times relevant to the opinion set forth below, the Company has been
and will remain in good standing in Ohio and in each foreign jurisdiction where
qualification is required.

G. No subsequent amendment, modification or other alternation of the Prospectus
or the Registration Statement will cause the terms, provisions and conditions
relating to the offer, sale and issuance of the Shares pursuant thereto to
deviate materially in substance from said terms, provisions and conditions as
described therein on the date hereof.

H. The Shares will be issued for consideration having a value of not less than
the par value of the Common Stock.

The opinion expressed below is subject to the following qualifications:

(a) The opinion expressed below is limited to the matters expressly set forth in
this opinion letter, and no opinion is to be implied or may be inferred beyond
the matters expressly so stated.

(b) We disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.

(c) The opinion expressed below is limited to the effect of the General
Corporation Law of the State of Ohio; accordingly, no opinion is expressed with
respect to the laws of any other jurisdiction, or the effect thereof, on the
offer, sale or issuance of the Shares.

Based upon and subject to the foregoing, we are of the opinion that the Shares,
when issued, will be validly issued, fully paid and nonassessable.

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We hereby consent to the filing of this opinion letter as an exhibit to
Amendment No. 1 to the Registration Statement. This opinion letter is rendered
solely for your benefit in connection with the Registration Statement. Except as
provided in this opinion letter, without our prior written consent, this opinion
letter may not be: (i) relied upon by any other person or for any other purpose;
(ii) quoted in whole or in part or otherwise referred to in any report or
document; or (iii) furnished (the original or copies thereof) to any other
person.
    


Sincerely,



/s/ Werner & Blank Co., L.P.A.
WERNER & BLANK CO., L.P.A.