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                                                                      EXHIBIT 5


                              BAKER & HOSTETLER LLP
                              65 East State Street
                                   Suite 2100
                              Columbus, Ohio 43215



                                December 10, 1997



State Auto Financial Corporation
518 East Broad Street
Columbus, Ohio 43215-3976

Ladies and Gentlemen:

         We are acting as counsel to State Auto Financial Corporation, an Ohio
corporation (the "Company"), in connection with its Registration Statement on
Form S-3 (the "Registration Statement") being filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
to register 300,000 common shares, without par value, of the Company (the
"Shares") for offer and sale under, and pursuant to, the Company's Monthly Stock
Purchase Plan for Independent Agents (the "Plan").

         In connection therewith, we have examined the Company's Amended and
Restated Articles of Incorporation, as amended, the Company's Amended and
Restated Code of Regulations, and the records, as exhibited to us, of the
corporate proceedings of the Company; certificates of officers of the Company; a
copy of the Plan; and such other documents and records as we considered
necessary for purposes of this opinion. In rendering this opinion, we have
assumed the genuineness, without independent investigation, of all signatures on
all documents examined by us, the conformity to original documents of all
documents submitted to us as certified or facsimile copies, and the authenticity
of all such documents.

         Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and validly issued and are fully paid and nonassessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the caption "Legal Matters"
in the Prospectus which is part of the Registration Statement.

                                             Very truly yours,


                                             /s/ Baker & Hostetler LLP

                                             BAKER & HOSTETLER LLP