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EXHIBIT 8
December 18, 2000
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, OH 45263
RE: Proxy Statement of Capital Holdings, Inc. and
Prospectus of Fifth Third Bancorp
Dear Sirs:
We have acted as counsel to Fifth Third Bancorp in connection with the
Registration Statement on Form S-4, relating to the registration of 5,800,000
shares of Fifth Third Bancorp to be issued in the merger pursuant to the
affiliation agreement by and between Fifth Third Bancorp and Capital Holdings,
Inc. dated as of October 24, 2000.
We hereby confirm that the opinions that we are required to give as a
condition to the consummation of the merger of Capital Holdings, Inc. into Fifth
Third Bancorp, as described in the Proxy Statement/Prospectus under the heading
"Federal Income Tax Consequences", constitute our opinions with respect to
certain material federal income tax consequences of the merger, subject to the
assumptions described therein and assuming that we receive the representation
letters referred to therein. This opinion is not intended to be the opinion
that satisfies a condition to the consummation of the merger.
We hereby consent to the filing with the Securities and Exchange Commission
of this opinion as an exhibit to the Registration Statement and to the reference
to this firm in the Proxy Statement/Prospectus constituting part of the
Registration Statement.
Very truly yours,
Graydon Head & Ritchey LLP
By: /s/ MARK E. SIMS
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Mark E. Sims, Partner
