EX-5.1 2 l88988aex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5.1 FIFTH THIRD BANCORP FIFTH THIRD CENTER CINCINNATI, OHIO 45263 June 19, 2001 Fifth Third Bancorp 38 Fountain Square Plaza Cincinnati, Ohio 45263 RE: Issuance of 227,400 Shares of Common Stock of Fifth Third Bancorp Pursuant to Registration Statement on Form S-8 filed with the Securities and Exchange Commission Gentlemen: I have acted as counsel to Fifth Third Bancorp, an Ohio corporation ("Company"), in connection with the issuance of 227,400 shares of the Company's common stock, no par value ("Common Stock") pursuant to the Grand Premier Financial, Inc. Savings and Stock Plan and Trust, Merchants Bancorp, Inc. Thrift Plan and Old Kent Thrift Plan. As counsel for the Company I have made such legal and factual examinations and inquiries as I deem 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 227,400 shares of Common Stock registered for issuance pursuant to the Registration Statement, are currently 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. Very truly yours, FIFTH THIRD BANCORP By: /s/ PAUL L. REYNOLDS ---------------------------- Paul L. Reynolds, Counsel