1


                                                                      Exhibit 5



                                  May 21, 1997




Board of Directors
Emerald Financial Corp.
14092 Pearl Road
Strongsville, OH 44136

         RE:      Form S-8 Registration Statement

Gentlemen and Ladies:

         We are rendering this opinion in connection with the Form S-8
Registration Statement (the "Registration Statement") filed by Emerald Financial
Corp. (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to 100,000 shares of the Company's Common Stock,
no par value, (the "Shares") offered pursuant to the provisions of the Company's
1994 Long-Term Incentive Plan (the "Plan").

         We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with authorization, issuance and sale of the Shares. We
have examined such corporate documents, records, certificates, and papers, and
have made an examination of such legal matters, and have taken such other steps
as deemed relevant and necessary as a basis for the opinion hereinafter set
forth.

         To the extent that this opinion is based upon factual information, we
have relied upon certain representations and certifications made by the
executive management of the Company, and we have no reason to believe that
reliance thereon is unwarranted.

         For the purposes of this opinion, we have assumed the genuineness of
all signatures on all documents submitted to us, assumed the authenticity of all
documents submitted as originals to us and the conformity to the original
documents of all copies of documents submitted to us.

         Based upon the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan and the options or other awards granted
thereunder, the Shares will be duly authorized, validly issued, fully paid and
nonassessable. No other opinion should be inferred as to any other matters not
specifically covered herein. The opinion expressed herein is expressed solely 


   2
Emerald Financial Corp.
May 23, 1997
Page 2


to the addressee hereof, who may rely thereon, and this opinion shall not be
deemed to be extended to any other person.

         We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement covering the Shares.

                                       Sincerely yours,

                                       Grady & Associates








                                                               Exhibit 5, Page 2