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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 113,000,000 Shares of Common Stock, 7,250
Shares of Series D Perpetual Preferred Stock and 2,000 Shares of
Series E Perpetual Preferred 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 113,000,000 shares of
Common Stock, 7,250 shares of Series D Perpetual Preferred Stock and 2,000
shares of Series E Perpetual Preferred Stock pursuant to the merger of Old Kent
Financial Corporation with and into a wholly-owned subsidiary of 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
113,000,000 shares of Common Stock, 7,250 shares of Series D Perpetual Preferred
Stock and 2,000 shares of Series E Perpetual Preferred 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, when issued as contemplated by the Registration
Statement, will be validly authorized, legally issued, fully paid and
nonassessable shares of capital 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
/s/ Paul L. Reynolds
By: ________________________
Paul L. Reynolds, Counsel
