EXHIBIT 5

                               Opinion of Counsel



                                 April 24, 1998



Board of Directors
Peoples Financial Corporation
211 Lincoln Way East
Massillon, OH  44646

Gentlemen:

                  We have acted as counsel for Peoples 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 per share (the "Common
Shares"),  upon the exercise of options  granted to purchase  such Common Shares
pursuant to Peoples  Financial  Corporation 1997 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  April  27,  1998  (the
"Registration Statement"),  for the purpose of registering 149,101 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 amended through the date hereof, as certified by
the President and the Treasurer of the Company;  (c) the Code of  Regulations of
the Company  amended  through the date hereof as certified by the  President and
the Treasurer of the Company;  (d) the  Certificate of the Inspector of Election
for the meeting of the  shareholders of Peoples  Financial  Corporation  held on
March 19, 1997;  (e) the minutes of the meeting of the Board of Directors of the
Company  dated  January  22,  1997;  (f) the minutes of the meeting of the Stock
Option  Committee  of the Board of Directors  of Peoples  Financial  Corporation
dated  March 19,  1997;  (g) the Action by the  Directors  and the Stock  Option
Committee of the Board of Directors of Peoples Financial Corporation dated April
23, 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.



                  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  Statements  (when  they  become
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  Statements  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