Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR
41 South High Street
Columbus, Ohio 43215
Telephone: (614)227-2000
Fax: (614)227-2100
September 12, 2000
Oak Hill Financial, Inc.
14621 State Route 93
Jackson, OH 45640
Re: Registration Statement on Form S-8
Oak Hill Financial, Inc.
Fourth Amended and Restated 1995 Stock Option Plan (the "Plan")
Gentlemen:
We have acted as counsel for Oak Hill Financial, Inc., an Ohio
corporation ("Oak Hill"), in connection with the Registration Statement on Form
S-8 (the "Registration Statement"), filed by Oak Hill with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, with respect
to the registration of an additional 400,000 shares of Oak Hill 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 Oak Hill 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
