EXHIBIT 5











                                                   June 17, 1996

Board of Directors
Fidelity Financial of Ohio, Inc.
4555 Montgomery Road
Cincinnati, Ohio  45212

     Re: Registration Statement on Form S-4
         1,974,965 Shares of Common Stock

Ladies and Gentlemen:

     We have acted as special  counsel to Fidelity  Financial of Ohio, Inc. (the
"Company") in connection with the preparation and filing with the Securities and
Exchange  Commission  pursuant to the Securities Act of 1933, as amended, of the
registration  statement on Form S-4 (the "Registration  Statement")  relating to
the issuance of up to 1,974,965 shares of the Company's  common stock,  $.10 par
value per share (the "Shares"), in connection with the proposed merger of Circle
Financial  Corporation  with and into a wholly owned  subsidiary of the Company,
all as described in the Registration  Statement.  As such counsel,  we have made
such legal and factual examinations and inquiries as we deemed advisable for the
purpose of rendering this opinion.

     Based upon the foregoing,  it is our opinion that the Shares,  when issued,
delivered and sold in the manner described in the Registration  Statement,  will
be legally issued, fully paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Company's  Registration  Statement,  and we consent to the use of our name under
the heading "Legal Opinion" in the Prospectus/Joint Proxy Statement constituting
a part thereof.

                                          ELIAS, MATZ, TIERNAN & HERRICK L.L.P.



                                          By:  /s/ Jeffrey D. Haas
                                               -------------------------
                                               Jeffrey D. Haas, a Partner