PAUL V. MUETHING
DIRECT DIAL: (513) 579-6517
FACSIMILE: (513) 579-6457
E-MAIL: pmuething@kmklaw.com

                                                                       Exhibit 5



                                  July 17, 2002

The Midland Company
7000 Midland Boulevard
Cincinnati, Ohio  45102-2607

Ladies and Gentlemen:

     We have acted as counsel to The Midland Company, an Ohio corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form S-3 of the Company, filed with the Securities and Exchange Commission today
(the "Registration Statement"), relating to the registration under the
Securities Act of 1933 (the "Securities Act") of the offering by the Company of
2,000,000 shares of its common stock, no par value per share (the "Common
Shares") plus up to an additional 300,000 Common Shares to cover an
over-allotment option granted to the underwriters (collectively, the "Company
Shares") and 450,000 Common Shares being sold by certain shareholders of the
Company (the "Selling Shareholders"). As used herein, the term "Company Shares"
includes any additional shares that the Company may subsequently register under
the Securities Act pursuant to a registration statement filed by the Company
with the Securities and Exchange Commission pursuant to Rule 462 of the
Securities and Exchange Commission.


     We have examined the Registration Statement and originals, or copies
certified or otherwise identified to our satisfaction, of such other documents
and corporate records as we have deemed necessary as a basis for the opinions
set forth herein. We have relied as to factual matters on certificates or other
documents furnished by the Company or its officers and by governmental
authorities and upon such other documents and data that we have deemed
appropriate. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us an originals, the
legal capacity of all persons executing such documents, the conformity to
original documents of all documents submitted to us as copies and the truth and
correctness of any representations and warranties contained therein.

     The opinions expressed below are limited to the Ohio General Corporation
Law. We express no opinion herein concerning any other law.

     Based upon the foregoing, we are of the opinion that:

     1.   The Company has taken all necessary and required corporate action in
connection with the proposed issuance of the Company Shares and that when, and
if,






The Midland Company
July 17, 2002
Page 2


issued, delivered and paid for, the Company Shares will be duly authorized,
legally issued, fully paid and non-assessable, free of any claim of pre-emptive
rights; and

     2.   The 450,000 Common Shares which are being sold by the Selling
Shareholders are duly authorized, legally issued, fully paid and non-assessable
Common Shares of the Company free of any claim of pre-emptive rights.

     We hereby consent to the reference to our firm in the Registration
Statement the filing of this opinion as an exhibit to the Registration Statement
and to the incorporation by reference of this opinion letter in any registration
statement filed pursuant to Rule 462 of the Securities and Exchange Commission.
In providing this consent, we do not thereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Commission promulgated
thereunder.


                                       Yours truly,

                                       KEATING, MUETHING & KLEKAMP, P.L.L.



                                       By: /s/ Paul V. Muething
                                           -------------------------------
                                                   Paul V. Muething


PVM:mrt