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EXHIBIT 5
OPINION OF COUNSEL
May 30, 2000
Board of Directors
United Community Financial Corp.
275 Federal Plaza West
Youngstown, Ohio 44503-1203
Gentlemen:
We have acted as counsel for United Community Financial
Corp., an Ohio corporation (the "Company"), in connection with the proposed
issuance and sale of the common shares of the Company, without par value (the
"Common Shares"), upon the exercise of options granted to purchase such
Common Shares pursuant to the United Community Financial Corp. 1999 Long-Term
Incentive Plan (the "Plan"), as described in the Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission on or about
May 30, 2000 (the "Registration Statement"), for the purpose of registering
3,471,562 Common Shares reserved for issuance under the Plan pursuant to the
provisions of the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
In connection with this opinion, we have examined an
original or copy of, and have relied upon the accuracy of, without
independent verification or investigation, (a) the Registration Statement;
(b) the Company's Articles of Incorporation, as amended through the date
hereof, (c) the Code of Regulations of the Company, as amended through the
date hereof ; (d) the Certificate of the Inspector of Election for the
meeting of the shareholders of the Company held on July 12, 1999; (e) the
minutes of the meetings of the Board of Directors of the Company dated May
20, 1999 and March 23, 2000; and (h) such other representations of the
Company and its officers as we have deemed relevant.
In our examinations, we have assumed the genuineness of all
signatures, the conformity to original documents of all documents submitted
to us as copies and the authenticity of such originals of such latter
documents. We have also assumed the due preparation of share certificates and
compliance with applicable federal and state securities laws.
Based solely upon and subject to the foregoing and the
further qualifications and limitations set forth below, as of the date
hereof, we are of the opinion that after the Common Shares shall have been
issued by the Company upon the exercise of the options and payment therefor
in full in the manner provided in the Plan and in the Registration Statement
(when they become effective) such Common Shares issued upon the exercise of
such options will be validly issued, fully paid and non-assessable.
This opinion is limited to the federal laws of the United
States and to the laws of the State of Ohio having effect as of the date
hereof. This opinion is furnished by us solely for the benefit of the Company
in connection with the offering of the Common Shares and the filing of the
Registration Statements and any amendments thereto. This opinion may not be
relied upon by any other person or assigned, quoted or otherwise used without
our specific written consent.
We consent to the filing of this opinion as an exhibit to
the aforementioned Registration Statement and to the reference to us in the
Registration Statement.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE LLP
