EXHIBIT 5.01

                               OPINION OF COUNSEL



                                  June 7, 2002



Board of Directors
Camco Financial Corporation
6901 Glenn Highway
Cambridge, Ohio 43725

Ladies and Gentlemen:

                  We have acted as counsel for Camco Financial Corporation, a
Delaware corporation (the "Company"), in connection with the proposed issuance
and sale of shares of common stock of the Company, par value $1.00 per share
(the "Common Shares"), upon the exercise of options granted to purchase such
Common Shares pursuant to the Camco Financial Corporation 2002 Equity 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 June 10, 2002 (the
"Registration Statement"), for the purpose of registering 400,000 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
Certificate of Incorporation, as amended through the date hereof, as certified
by the Delaware Secretary of State, (c) the Bylaws of the Company, as amended
through the date hereof, as certified by the President of the Company; (d)
minutes of the meetings of the Board of Directors of the Company pertaining to
the Plan; 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 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 Delaware 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 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


                                   VORYS, SATER, SEYMOUR AND PEASE LLP