EXHIBIT 5
Opinion of Counsel
August 31, 2000
Board of Directors
First Defiance Financial Corp.
601 Clinton Street
Defiance, Ohio 43512
Gentlemen:
We have acted as counsel for First Defiance Financial Corp., an Ohio
corporation (the "Company"), in connection with the registration of the common
shares of the Company, without par value (the "Common Shares"), pursuant to the
First Defiance Financial Corp. Employee Investment 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 September 1, 2000 (the
"Registration Statement"), for the purpose of registering 50,000 Common Shares.
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 minutes of the
meeting of the Board of Directors of the Company dated August 21, 2000; and (e)
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 (i) the Plan was adopted by the Board of the Company on August
21, 2000; and (ii) the 50,000 Common Shares in the Registration Statement 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
filing of the Registration Statement 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,
/s/ VORYS, SATER, SEYMOUR AND PEASE LLP
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VORYS, SATER, SEYMOUR AND PEASE LLP
