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Emerald Financial Corp.
S-8 Registration



                                  EXHIBIT NO. 5

                          OPINION OF GRADY & ASSOCIATES
                               REGARDING LEGALITY



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Emerald Financial Corp.
S-8 Registration



                               GRADY & ASSOCIATES
                          ATTORNEYS & COUNSELORS AT LAW

                       20800 CENTER RIDGE ROAD, SUITE 116
                          ROCKY RIVER, OHIO 44116-4306
                              --------------------
Francis X. Grady                 (440) 356-7255
Joseph A. Drain              Fax (440) 356-7254


                                 April 27, 1998
Board of Directors
Emerald Financial Corp.
14092 Pearl Road
Strongsville, OH 44136

         RE:      FORM S-3 REGISTRATION STATEMENT

Ladies and Gentlemen:

         We are rendering this opinion in connection with the Form S-3
Registration Statement (the "Registration Statement") filed by Emerald Financial
Corp. (the "Company") with the Securities and Exchange Commission under the
Securities Exchange Act of 1933. The registration Statement relates to the
offering of 250,000 shares (the "Shares") of the Company's Common Stock, without
par value, pursuant to the provisions of the Company's 1998 Stock Option and
Incentive Plan (the "Plan").

         We 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, 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. For the purposes of
this opinion, we have assumed the genuineness of all signatures on all documents
submitted to us and 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. 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.

         Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when issued, sold and paid for in accordance with the
terms of the Plan and the options or other awards granted thereunder, will be
legally issued, fully paid and nonassessable shares of Common Stock of the
Company.

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

                  Sincerely yours,

                  /s/ Grady and Associates



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