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EXHIBIT 5
FIFTH THIRD BANCORP
October 4, 2000
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Re: Issuance of up to 4,700,000 Shares of Common Stock of Fifth Third
Bancorp Pursuant to Registration Statement on Form S-4 Filed with the
Securities and Exchange Commission
Gentlemen:
I have acted as counsel to Fifth Third Bancorp, an Ohio corporation
(the "Company"), in connection with the issuance of up to 4,700,000 shares of
Common Stock pursuant to the merger of Ottawa Financial Corporation with and
into the Company (the "Merger"), as set forth in the Form S-4 Registration
Statement (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission.
As counsel for the Company I have made such legal and factual
examinations and inquiries as I have deemed advisable for the purpose of
rendering this opinion. In addition, I have examined such documents and
materials, including the Articles of Incorporation, Code of Regulations, and
other corporate records of the Company, as I have deemed necessary for the
purpose of this opinion.
On the basis of the foregoing, I express the opinion that the 4,700,000
shares of Common Stock of the Company registered for issuance pursuant to the
Registration Statement, or such lesser number of Shares as may be actually
issued by the Company in connection with the Merger and/or the acquisition,
currently are validly authorized and, when issued as contemplated by the
Registration Statement, will be legally issued, fully paid and nonassessable
shares of Common Stock of the Company.
I hereby consent to the filing of this opinion as part of the
above-referenced Registration Statement and amendments thereto and to the
reference to me in the Prospectus/Proxy Statement under the caption "Legal
Matters."
Very truly yours,
FIFTH THIRD BANCORP
By: /s/ Paul L. Reynolds
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Paul L. Reynolds, Counsel
