<PAGE> 1
EXHIBIT 5.1
SQUIRE, SANDERS & DEMPSEY L.L.P.
4900 KEY TOWER
127 PUBLIC SQUARE
CLEVELAND, OHIO 44114-1304
June 1, 2000
Ohio Legacy Corp
305 West Liberty Street
Wooster, Ohio 44691
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form SB-2
("Registration Statement") to be filed by Ohio Legacy Corp with the Securities
and Exchange Commission on June 1, 2000 with respect to the issuance of up
to 1,590,000 of its common shares, no par value ("Common Shares"). We are
familiar with the Registration Statement, and we have examined such documents
and certificates and considered such matters of law as we deemed necessary for
the purpose of rendering this opinion.
Based upon the foregoing, we are of the opinion that the Common Shares
to be offered pursuant to the Registration Statement, when issued in accordance
with the provisions thereof, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
Squire, Sanders & Dempsey L.L.P.