Exhibit 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
as to the legality of the securities
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
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Telephone: (202) 347-0300
TIMOTHY B. MATZ Facsimile: (202) 347-2172 JEFFREY D. HAAS
STEPHEN M. EGE WWW.EMTH.COM KEVIN M. HOULIHAN
W. MICHAEL HERRICK KENNETH B. TABACH
GERARD L. HAWKINS PATRICIA J. WOHL
NORMAN B. ANTIN JEFFREY R. HOULE
JOHN P. SOUKENIK* DAVID N. PARDYS
GERALD F. HEUPEL, JR. FIORELLO J. VICENCIO
JEFFREY A. KOEPPEL ____________
DANIEL P. WEITZEL
PHILIP ROSS BEVAN OF COUNSEL
HUGH T. WILKINSON
ALLIN P. BAXTER
July 15, 1997 JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C.
Board of Directors
Fidelity Financial of Ohio, Inc.
4555 Montgomery Road
Cincinnati, Ohio 45212
Re: Registration Statement on Form S-8
227,810 Shares of Common Stock
Gentlemen:
We are special counsel to Fidelity Financial of Ohio, Inc., an Ohio
corporation (the "Corporation"), in connection with the preparation and
filing with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8
(the "Registration Statement"), relating to the registration of up to
227,810 shares of common stock, par value $.10 per share ("Common Stock"),
to be issued upon the exercise of stock options and/or appreciation rights
(referred to as "Option Rights") granted pursuant to the Corporation's
1997 Stock Option Plan ("Stock Option Plan"). The Registration Statement
also registers an indeterminate number of additional shares which may
be necessary under the Stock Option Plan to adjust the number of shares
reserved thereby for issuance as the result of a stock split, stock
dividend or similar adjustment of the outstanding and issued Common Stock
of the Corporation. We have been requested by the Corporation to furnish
an opinion to be included as an exhibit to the Registration Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectus, the Articles of Incorporation and Bylaws of the
Corporation, the Stock Option Plan, a specimen stock certificate evidencing
the Common Stock of the Corporation and such other corporate records and
documents as we have deemed appropriate. We are relying upon the originals,
or copies certified or otherwise identified to our satisfaction,
of the corporate records of the Corporation and such other instruments,
certificates and representations of public officials, officers and
representatives of the Corporation as we have deemed relevant
Board of Directors
July 15, 1997
Page 2
as a basis for this opinion. In addition, we have assumed, without
independent verification, the genuineness of all signatures and the authen-
ticity of all documents furnished to us and the conformance in all respects
of copies to originals. Furthermore, we have made such factual inquiries
and reviewed such laws as we determined to be relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms
of the Stock Option Plan will continue to be validly authorized on the dates
the Common Stock is issued pursuant to the exercise of Option Rights; (ii) on
the dates the Option Rights are exercised, the Option Rights granted
under the terms of the Stock Option Plan will constitute valid, legal and
binding obligations of the Corporation and will (subject to applicable
bankruptcy, moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors' rights generally) be
enforceable as to the Corporation in accordance with their terms; (iii)
the Option Rights are exercised in accordance with their terms and the
exercise price therefor is paid in accordance with the terms thereof; (iv)
no change occurs in applicable law or the pertinent facts; and (v) the
provisions of "blue sky" and other securities laws as may be applicable will
have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of
Common Stock to be issued pursuant to the Stock Option Plan, when issued
and sold pursuant to the Stock Option Plan and upon receipt of the
consideration required thereby, will be legally issued, fully paid and
non-assessable shares of Common Stock of the Corporation.
We hereby consent to the reference to this firm under the caption
"Legal Opinion" in the Prospectus of the Stock Option Plan and to the
filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By: /S/ JEFFREY D. HAAS
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Jeffrey D. Haas, a Partner