EXHIBIT 5

                                                                  (513) 723-4000



                                February 20, 2002



Board of Directors
Peoples Ohio Financial Corporation
635 South Market Street
Troy, Ohio 45373

Gentlemen:

         We have acted as special counsel for Peoples Ohio Financial
Corporation, an Ohio Corporation (the "Company"), in connection with the merger
(the "Merger") of Peoples Merger Corp., a wholly-owned subsidiary of the
Company, into Peoples Savings Bank of Troy (the "Bank"). In connection with the
Merger, the Company assumed all obligations and liabilities of the Bank under
the Peoples Savings Bank of Troy Stock Option Plan for Nonemployee Directors,
the Peoples Savings Bank Stock Option Plan, and the Peoples Savings Bank 1995
Stock Incentive Plan (the "Plans"). Pursuant to such assumption, the Company
proposes to issue common shares of the Company, no par value (the "Common
Shares"), upon the exercise of options granted by the Board of Directors of the
Company to purchase Common Shares under the Plans. In accordance with the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, a Registration Statement on Form S-8 describing the Plans will be
filed with the Securities and Exchange Commission on or about February 20, 2002
(the "Registration Statement"), for the purpose of registering the 962,686
Common Shares reserved for issuance under the Plans.

         In connection with this opinion, we have examined an original or copy
of, and have relied upon the accuracy of, without independent verification or
investigation, (a) the Registration Statement; (b) the Company's Articles of
Incorporation, as certified by the Secretary of State of Ohio on January 28,
2002; (c) the Certificate of Amendment to the Company's Article of
Incorporation, filed with the Secretary of State of Ohio on January 23, 2002;
(d) the Amended and Restated Code of Regulations of the Company, as certified by
the President of the Company on January 21, 2002; (e) the resolutions of the
Company's Board of Directors, as certified by the Secretary of the Company on
January 30, 2002; (f) the Action by the Sole Shareholder of the Company without
a meeting effective January 21, 2002; and (g) such other representations of the
Company and its officers as we have deemed relevant.

         In our examinations, we have assumed the genuineness of all signatures,
the conformity to original documents of all documents submitted to us as copies
and the authenticity of such





originals of such latter documents. We have also assumed the due preparation of
share certificates and compliance with applicable federal and state securities
laws.

         Based solely 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 after the Common Shares shall have been issued by the Company
upon the exercise of the options and payment therefor in full in the manner
provided in the Plans and in the Registration Statement (when it becomes
effective), such Common Shares issued upon the exercise of such options will be
validly issued, fully paid and non-assessable.

         This opinion is limited to the federal laws of the United States and to
the laws of the State of Ohio having effect as of the date hereof. This opinion
is furnished by us solely for the benefit of the Company in connection with the
offering of the Common Shares and the filing of the Registration Statement and
any amendments thereto. This opinion may not be relied upon by any other person
or assigned, quoted or otherwise used without our specific written consent.

         We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement and to the reference to us in the
Registration Statement.

                                    Very truly yours,

                                    /s/ Vorys, Sater, Seymour and Pease LLP

                                    VORYS, SATER, SEYMOUR AND PEASE LLP