EXHIBIT 5.01

                               OPINION OF COUNSEL



                                  June 7, 2002



Board of Directors
Camco Financial Corporation
6901 Glenn Highway
Cambridge, Ohio 43725

Ladies and Gentlemen:

                  We have acted as counsel for Camco Financial Corporation, a
Delaware corporation (the "Company"), in connection with the proposed issuance
and sale of the shares of common stock of the Company, par value $1.00 per share
(the "Common Shares"), upon the exercise of options and stock appreciation
rights granted to purchase such Common Shares pursuant to the First Ashland
Financial Corporation 1995 Stock Option and Incentive Plan (the "Plan"), which
was assumed by the Company, as described in the Registration Statement on Form
S-8 to be filed with the Securities and Exchange Commission on or about June 10,
2002 (the "Registration Statement"), for the purpose of registering 206,016
Common Shares reserved for issuance under the Plan pursuant to the provisions of
the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.

                  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
Certificate of Incorporation, as amended through the date hereof, as certified
by the Delaware Secretary of State; (c) the Bylaws of the Company, as amended
through the date hereof, as certified by the President of the Company; (d)
minutes of the meetings of the Board of Directors of the Company pertaining to
the Plan; and (e) 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 or stock appreciation rights and payment
therefor in full in the manner provided in the Plan and in the Registration
Statement (when they become 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 Delaware 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