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Exhibit 5
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[Vorys, Sater, Seymour and Pease LLP Letterhead]
February 22, 2000
Board of Directors
Park National Corporation
50 North Third Street
P.O. Box 3500
Newark, Ohio 43059-3500
Members of the Board:
We have acted as counsel to Park National Corporation (the
"Corporation"), an Ohio corporation registered as a bank holding company under
the Bank Holding Company Act of 1956, as amended (the "BHCA"), in connection
with the preparation of the Registration Statement on Form S-4 (the
"Registration Statement") filed by the Corporation under the Securities Act of
1933, as amended (the "1933 Act"), with the Securities and Exchange Commission
relating to the issuance of up to 325,500 common shares, without par value (the
"Shares"), of the Corporation in connection with the consummation of the merger
transaction contemplated by the Agreement and Plan of Merger dated as of
December 14, 1999, as amended by the Amendment to Agreement and Plan of Merger
dated as of February 14, 2000 (collectively, the "Merger Agreement") between the
Corporation and U.B. Bancshares, Inc., an Ohio corporation registered as a bank
holding company under the BHCA.
In connection with the preparation of this opinion, we have
examined and are familiar with each of the following:
1. the Articles of Incorporation and Regulations of the Corporation,
each as currently in effect;
2. the Registration Statement;
3. the Merger Agreement;
4. the resolutions adopted by the Board of Directors of the
Corporation relating to the issuance of the Shares and
approving the Merger Agreement; and
5. such other records, documents or instruments as in our judgment
are necessary or appropriate to enable us to render the
opinions herein.
In our examinations and in rendering the opinion set forth
below, we have assumed, without independent investigation or examination, (a)
the genuineness of all signatures, the authenticity and completeness of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as copies and the authenticity of the originals of
such latter documents; (b) that the final, executed copy of each document
submitted to us in draft form will not differ in any material respect from the
draft form of such document submitted to us; (c) that, with respect to documents
executed by parties other than the Corporation, those parties had the power,
corporate or otherwise, to enter into and perform all obligations thereunder and
that those documents were duly authorized by all requisite action, corporate or
otherwise, of those parties, that those documents were duly executed and
delivered by those parties and that those documents are the valid and binding
agreements of those parties; and (d) that the Merger Agreement has been duly
authorized, executed and delivered by the parties thereto, other than the
Corporation, and constitutes the valid and binding obligation of the parties
thereto, other than the Corporation, enforceable against the parties in
accordance with its terms. As to the facts material to our opinions expressed
herein which were not independently established or verified, we have relied upon
oral or written statements and representations of officers and other
representatives of the Corporation.
Based upon and subject to the foregoing, and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that the Shares have been duly authorized by the Corporation and
will, when issued in accordance with the terms and conditions of the Merger
Agreement, be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of Ohio and do not
purport to be experts in the laws of any jurisdiction other than the laws of the
State of Ohio, including the applicable provisions of the Ohio Constitution and
the reported judicial decisions interpreting those laws, and the United States
of America.
This opinion is furnished to you for use in connection with
the Registration Statement and may not be used for any other purpose without our
prior written consent. We hereby consent to the use of our name in the
Registration Statement under the caption "Legal Matters" and to the filing of
this opinion as an exhibit to the Registration Statement. In giving this
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the 1933 Act, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE LLP