EX-5.1 2 g13785s4exv5w1.htm EX-5.1 OPINION OF COUNSEL EX-5.1 OPINION OF COUNSEL
Exhibit 5.1
FIFTH THIRD BANCORP
June 6, 2008
Fifth Third Bancorp
38 Fountain Square Plaza
Cincinnati, Ohio 45263
         
 
  Re:   Issuance of up to 13,000,000 Shares of Common Stock of Fifth Third Bancorp Pursuant to a Registration Statement on Form S-4 Filed with the Securities and Exchange Commission
Gentlemen:
     I have acted as counsel to Fifth Third Bancorp, an Ohio corporation (the “Company”), in connection with the issuance of up to 13,000,000 shares of Common Stock pursuant to the merger of First Charter Corporation with and into Fifth Third Financial Corporation, a wholly-owned subsidiary of the Company (the “Merger”), as set forth in the Form S-4 Registration Statement (the “Registration Statement”), filed on the date hereof by the Company with the Securities and Exchange Commission.
     As counsel for the Company I have made such legal and factual examinations and inquiries as I have deemed advisable for the purpose of rendering this opinion. In addition, I have examined such documents and materials, including the Articles of Incorporation, Code of Regulations, and other corporate records of the Company, as I have deemed necessary for the purpose of this opinion.
     On the basis of the foregoing, I express the opinion that the 13,000,000 shares of Common Stock of the Company registered for issuance pursuant to the Registration Statement, or such lesser number of shares as may be actually issued by the Company in connection with the Merger and/or the acquisition, currently are validly authorized and, when issued as contemplated by the Registration Statement, will be legally issued, fully paid and nonassessable shares of Common Stock of the Company.
     I hereby consent to the filing of this opinion as part of the above-referenced Registration Statement and amendments thereto and to the reference to me under the caption “Legal Matters” in the Proxy Statement/Prospectus comprising a part of the related registration statement No. 333-147192.
         
  Very truly yours,

FIFTH THIRD BANCORP
 		  
  By:   /s/ PAUL L. REYNOLDS    
    Paul L. Reynolds, Counsel