EXHIBIT 5.1

               [Letterhead of Vorys, Sater, Seymour and Pease LLP]



                                  March 7, 2003



Board of Directors
Peoples Bancorp Inc.
138 Putnam Street
P.O. Box 738 Marietta, Ohio 45750

                  Re:      Registration Statement on Form S-4

Members of the Board:

         We have acted as counsel to Peoples Bancorp Inc., an Ohio corporation
(the "Corporation"), in connection with the preparation of the Registration
Statement on Form S-4 (the "Registration Statement") being filed by the
Corporation on the date hereof under the Securities Act of 1933, as amended (the
"1933 Act"), with the Securities and Exchange Commission relating to the
issuance of up to 609,348 common shares, without par value (the "Shares"), of
the Corporation in connection with the consummation of the merger transaction
contemplated by the Agreement and Plan of Merger, dated as of November 29, 2002,
between the Corporation and Kentucky Bancshares Incorporated, a Kentucky
corporation ("KBI"), as amended by Amendment No. 1 to the Agreement and Plan of
Merger, dated as of March 6, 2003 (the "Merger Agreement").

         In connection with the preparation of this opinion, we have examined
and are familiar with each of the following:

                  1. the Amended Articles of Incorporation and the Regulations
of the Corporation, each as currently in effect;

                  2. the Registration Statement;

                  3. the Merger Agreement;

                  4. the resolutions adopted by the Board of Directors of the
Corporation relating to the issuance of the Shares and approving the Merger
Agreement; and

                  5. such other documents and records of the Corporation and
such statutes, regulations and other instructions as in our judgment are
necessary or advisable to enable us to render the opinions herein.

         In our examinations and in rendering the opinion set forth below, we
have assumed, without independent investigation or examination, (a) the
genuineness of all signatures, the authenticity and completeness of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as copies and the authenticity of the originals of
such latter documents; (b) that the final, executed copy of each document
submitted to us in draft form will not differ in any material respect from the
draft form of such document submitted to us; (c) that, with respect to documents
executed by parties other than the Corporation, those parties had the power,
corporate or otherwise, to enter into and perform all obligations thereunder and
that those documents were duly authorized by all requisite action, corporate or
otherwise, of those parties, that those documents were duly executed and
delivered by those parties and that those documents are the valid and binding
agreements of those parties; and (d) that the Merger Agreement has been duly
authorized, executed and delivered by KBI and constitutes the valid and binding
obligation of KBI enforceable against KBI in accordance with its terms. As to
the facts material to our opinion expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of the Corporation.

         Based 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 the Shares have been duly authorized by the Corporation and when the
Registration Statement becomes effective under the 1933 Act and the Shares
covered by the Registration Statement have been issued in accordance with the
terms and conditions of the Merger Agreement, such Shares will be validly
issued, fully paid and non-assessable.

         We are members of the Bar of the State of Ohio and do not purport to
have expertise in the laws of any jurisdiction other than the laws of the State
of Ohio, including the applicable provisions of the Ohio Constitution and the
reported judicial decisions interpreting those laws, and the United States of
America. Accordingly, our opinion is limited to the laws of the State of Ohio
and the laws of the United States of America.

         This opinion is furnished to you for use in connection with the
Registration Statement and may not be used for any other purpose without our
prior written consent. We hereby consent to the reference to us under the
caption "Legal Matters" in the Registration Statement (and the Proxy
Statement/Prospectus included in the Registration Statement) and to the filing
of this opinion as an exhibit to the Registration Statement. In giving this
consent, however, we do not thereby admit that we fall within the category of
persons whose consent is required under Section 7 of the 1933 Act, or the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder.

                                  Very truly yours,

                              /s/ VORYS, SATER, SEYMOUR AND PEASE LLP

                                  Vorys, Sater, Seymour and Pease LLP