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EXHIBIT 5
January 16, 2001
The PNC Financial Services Group, Inc.
249 Fifth Avenue
Pittsburgh, PA 15222-2707
Re: The PNC Financial Services Group, Inc.
Common Stock, $5.00 par value
22,000,000 shares
The PNC Financial Services Group, Inc.
1997 Long-Term Incentive Plan, as amended (the "Plan")
Ladies and Gentlemen:
This opinion is being submitted in connection with a Registration
Statement on Form S-8 (the "Registration Statement") being filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
in respect of 22,000,000 shares of the Common Stock, par value $5.00 per share,
of The PNC Financial Services Group, Inc. (the "Common Stock" and the "Company,"
respectively).
I have examined and am familiar with the Restated Articles of
Incorporation and the By-Laws, both as amended, of the Company, a Pennsylvania
corporation. I am of the opinion that the Company is a duly organized and
validly existing corporation under the laws of the Commonwealth of Pennsylvania.
I am further of the opinion that the corporate proceedings to authorize
the issuance of 22,000,000 shares of Common Stock for use under the Plan have
been duly taken in accordance with the applicable law, and that said 22,000,000
shares of Common Stock have been duly authorized for issuance.
In addition, I am of the opinion that the 22,000,000 shares reserved,
when issued as provided in the Plan and the corporate proceedings related
thereto, will be legally issued, fully paid and nonassessable.
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I know that I am referred to in the Registration Statement relating to
the Common Stock to be issued pursuant to the Plan, and I hereby consent to such
use of my name in such Registration Statement and to the use of this opinion for
filing as an exhibit to such Registration Statement as Exhibit 5 thereto.
Very truly yours,
/s/ Karen M. Barrett
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Karen M. Barrett,
Senior Counsel,
The PNC Financial Services Group, Inc.
