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EXHIBIT 5
FIFTH THIRD BANCORP
December 15, 2000
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
Re: Issuance of up to 5,800,000 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 5,800,000 shares of Common
Stock pursuant to the merger of Capital Holdings, Inc. 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 5,800,000
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
