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Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215-6194
Telephone: 614/227-2000
Facsimile: 614/227-2100
December 19, 2000
Huntington Bancshares Incorporated
Huntington Center
41 S. High St.
Columbus, Ohio 43287
Re: Registration Statement on Form S-8
Huntington Bancshares Incorporated Long-Term
Incentive Compensation Plan (the "Plan")
Gentlemen:
We have acted as counsel for Huntington Bancshares Incorporated, a
Maryland corporation ("Huntington"), in connection with the Registration
Statement on Form S-8 (the "Registration Statement"), filed by Huntington with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, with respect to the registration of an additional 284,515 shares of
Huntington common stock, without par value (the "Shares"), to be issued under
the Plan.
In connection with this opinion, we have examined such corporate
records, documents, and other instruments of the registrant as we have deemed
necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ PORTER, WRIGHT, MORRIS & ARTHUR LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP
