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Exhibit 5
VORYS, SATER, SEYMOUR AND PEASE LLP
52 East Gay Street
Columbus, Ohio 43215
(614) 464-6451
(614) 464-6350 (Fax)
October 14, 1998
Board of Directors
Ohio Valley Banc Corp.
420 Third Avenue
Gallipolis, Ohio 45631
Dear Gentlemen:
We are familiar with the transactions taken and proposed to be taken by
Ohio Valley Banc Corp. ("OVB") in connection with the issuance and sale by OVB
of up to 130,000 of its common shares (the "Shares"), in connection with the
merger (the "Merger") of Ohio Valley Interim Savings Bank, an interim savings
bank incorporated under Ohio law as a wholly-owned subsidiary of OVB ("Interim
Bank"), with and into The Jackson Savings Bank, a savings bank incorporated
under Ohio law ("Jackson").
We have assisted OVB with matters related to the incorporation and
organization of OVB and Interim Bank. In addition, we have assisted in the
preparation of the Registration Statement on Form S-4 (the "Registration
Statement") filed by OVB with the Securities and Exchange Commission for the
registration of the OVB common shares under the Securities Act of 1933, as
amended. In connection therewith, we have examined, among other things, the
original or a copy of the following:
1. The Agreement and Plan of Reorganization, dated
April 8, 1998, by and among OVB, Jackson and
Interim Bank (the "Agreement");
2. Certificates of Good Standing as to OVB and Interim
Bank issued by the Ohio Secretary of State as of
October 14, 1998;
3. The Amended Articles of Incorporation of OVB as
certified by the Ohio Secretary of State; and
4. A Certificate of the Secretary of OVB, dated October
14, 1998, with respect to the number of issued and
outstanding common shares of OVB.
We have also examined such authorities of law as we have deemed relevant as a
basis for this opinion.
As to questions of fact relevant to our opinion regarding the good
standing of OVB and Interim Bank, we have relied solely on the certificates of
the Ohio Secretary of State described at item 2 above. As to questions of fact
relevant to our opinion regarding the legality of the OVB common shares to be
issued pursuant to the Merger, we have relied solely on the certified Amended
Articles of Incorporation of OVB described at item 3 above and the certificate
of the Secretary of OVB described at item 4 above.
Based upon and subject to the foregoing and the further limitations,
qualifications and exceptions set forth herein, as of the date hereof, we are of
the opinion that: (a) OVB is a legally existing corporation under the laws of
the State of Ohio; (b) Interim Bank is a legally existing savings bank under the
laws of the State of Ohio; and (c) that the OVB common shares to be issued by
OVB pursuant to the terms of the Agreement, will be legally issued, fully paid
and non-assessable assuming: (i) that the Board of Directors of OVB will take
all necessary corporate
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Board of Directors
October 14, 1998
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action under Ohio law to duly authorize the issuance of such number of OVB
common shares to the shareholders of Jackson as is required under the terms of
the Agreement, (ii) all applicable state and federal securities laws have been
complied with, (iii) the Merger has been declared effective and (iv)
certificates representing the Shares have been duly countersigned and registered
and duly delivered in accordance with the Agreement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us in the Prospectus included
therein.
Very truly yours,
/s/Vorys, Sater, Seymour and Pease LLP