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                                    EXHIBIT 5

                                                                  (513) 723-4009



                                December 1, 1998



Board of Directors
Potters Financial Corporation
519 Broadway
East Liverpool, Ohio 43920

Gentlemen:

                  We have acted as special counsel for Potters Financial
Corporation, an Ohio Corporation (the "Company"), in connection with the
proposed issuance and sale of the common shares of the Company, no par value
(the "Common Shares"), upon the exercise of options granted to purchase such
Common Shares pursuant to the Potters Financial Corporation 1998 Stock Option
and Incentive Plan as described in the Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission on or about December 2, 1998
(the "Registration Statement"), for the purpose of registering 48,820 Common
Shares reserved for issuance under the Plan pursuant to the provisions of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.

                  In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without independent
verification or investigation, (a) the Registration Statement; (b) the Company's
Articles of Incorporation, as certified by the Secretary of State of Ohio on
November 23, 1998; (c) the Code of Regulations of the Company as certified by
the President and the Treasurer of the Company on December 1, 1998; (d) the
Certificate of Inspector of Election for the meeting of the shareholders of the
Company held on April 23, 1998; (e) the minutes of the Board of Directors of the
Company dated February 26, 1998; (f) a Certificate of Good Standing with respect
to the Company issued by the Secretary of State of Ohio dated November 23, 1998;
(g) a Certificate of the President and Treasurer of the Company dated December
1, 1998; and (h) such other representations of the Company and its officers as
we have deemed relevant.

                  In our examinations, we have assumed the genuineness of all
signatures, the conformity to original documents of all documents submitted to
us as copies and the authenticity of such originals of such latter documents. We
have also assumed the due preparation of share certificates and compliance with
applicable federal and state securities laws.



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                  Based solely upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the Common Shares shall have been issued by the Company
upon the exercise of the options and payment therefor in full in the manner
provided in the Plans and in the Registration Statement (when it becomes
effective), such Common Shares issued upon the exercise of such options will be
validly issued, fully paid and non-assessable.

                  This opinion is limited to the federal laws of the United
States and to the laws of the State of Ohio having effect as of the date hereof.
This opinion is furnished by us solely for the benefit of the Company in
connection with the offering of the Common Shares and the filing of the
Registration Statement and any amendments thereto. This opinion may not be
relied upon by any other person or assigned, quoted or otherwise used without
our specific written consent.

                  We consent to the filing of this opinion as an exhibit to the
aforementioned Registration Statement and to the reference to us in the
Registration Statement.

                                        Very truly yours,


                                        VORYS, SATER, SEYMOUR AND PEASE LLP