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EXHIBIT 8
October 19, 2000
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, OH 45263
RE: Proxy Statement of Ottawa Financial Corporation 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 4,700,000
shares of Fifth Third Bancorp to be issued in the merger pursuant to the
affiliation agreement by and between Fifth Third Bancorp and Ottawa Financial
Corporation dated as of August 31, 2000.
We hereby confirm that the opinions that we have been asked to give in
connection with the merger of Ottawa Financial Corporation 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 the request you have made of us in connection with 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: MARK E. SIMS
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Mark E. Sims, Partner
