EXHIBIT 5.1
January 8, 2004
Farmers National Banc Corp
20 South Broad Street
Canfield, Ohio 44406
Dear Sirs:
We have acted as counsel to Farmers National Banc Corp. (the
"Corporation"), an Ohio corporation, in connection with the preparation of the
registration statement on Form S-3 to which this opinion is an exhibit (the
"Registration Statement"), which is being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), for the
registration under the Act of 750,000 Common Shares of the Corporation under the
Corporation's Amended Dividend Reinvestment Plan. Terms not otherwise defined
herein shall have the meanings assigned to them in the Registration Statement.
We have reviewed originals or copies of (i) the Articles of
Incorporation (and all amendments thereto), Code of Regulations and other
corporate documents of the Corporation, (ii) certain resolutions of the Board of
Directors of the Corporation, and (iii) the Registration Statement and the
prospectus included therein (the "Prospectus"). In addition, we have reviewed
such other documents and have made such legal and factual inquiries as we have
deemed necessary or advisable for purposes of rendering the opinions set forth
below.
Based upon and subject to the foregoing we are of the opinion that:
1. The Corporation is duly organized and validly
existing under the laws of the State of Ohio; and
2. The Common Shares registered under the Registration
Statement have been duly authorized and, when issued and paid for as
described in the Registration Statement, will be validly issued, fully
paid and nonassessable.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
KENNEY & NIEHAUS, LTD.
By: /s/ Charles D. Niehaus
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Charles D. Niehaus
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