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EXHIBIT 5
[Thompson Hine & Flory LLP Letterhead]
July 28, 2000
Metropolitan Financial Corp.
6001 Landerhaven Drive
Mayfield Heights, Ohio 44124
Re: Metropolitan Financial Corp. Registration Statement on Form
S-8 - 1997 Stock Option Plan, as amended
Ladies and Gentlemen:
Metropolitan Financial Corp. ("Metropolitan") is filing with the
Securities and Exchange Commission a Registration Statement on Form S-8 (the
"Registration Statement") for the registration, under the Securities Act of
1933, as amended, of 200,000 additional common shares, without par value, of
Metropolitan ("Metropolitan Common Shares") to be issued from time to time
pursuant to the terms of the Metropolitan Financial Corp. 1997 Stock Option
Plan, as amended (the "Plan").
Item 601 of Regulation S-K and the instructions to Form S-8 require
that an opinion of counsel concerning the legality of the securities to be
registered be filed as an exhibit to a Form S-8 registration statement if the
securities are original issue shares. This opinion is provided in satisfaction
of that requirement as it relates to the Registration Statement.
In rendering this opinion, we have examined (a) the Amended and
Restated Articles of Incorporation and the Amended and Restated Code of
Regulations of Metropolitan, (b) the Plan, and (c) such records and documents as
we have deemed advisable in order to render this opinion. As a result of the
foregoing, we are of the opinion that:
(1) Metropolitan is a corporation validly organized and
existing and in good standing under the laws of the State of Ohio.
(2) When issued, the Metropolitan Common Shares which are the
subject of the Registration Statement will be legally issued, fully
paid, and non-assessable.
We hereby consent to the use and filing of this opinion in connection
with the Registration Statement.
Very truly yours,
/s/ Thompson Hine & Flory LLP
Thompson Hine & Flory LLP
