EXHIBIT 5
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                 OPINION OF KEATING, MUETHING & KLEKAMP, P.L.L.


                                  May 10, 2004


F. MARK REUTER
DIRECT DIAL: (513) 579-6469
FACSIMILE: (513) 579-6457
E-MAIL: FREUTER@KMKLAW.COM


Ladies and Gentlemen:

         This firm is general counsel to The Midland Company and, as such, we
are familiar with Midland's Articles of Incorporation, Code of Regulations and
corporate proceedings generally. We have reviewed the corporate records as to
the registration of 1,600,000 shares of common stock to be sold by certain
selling shareholders (the "Shares"). Based solely upon such examination, we are
of the opinion that:

         1. Midland is a duly organized and validly existing corporation under
the laws of the State of Ohio; and

         2. The Shares are validly issued, fully paid and non-assessable.

         We do not find it necessary for the purposes of this opinion to cover,
and accordingly we express no opinion as to, the application of the securities
or blue sky laws of the various states to the sale of the Shares as contemplated
by the Registration Statement.

         This opinion is limited to the Ohio Revised Code. We hereby consent to
be named in the Registration Statement and the Prospectus. In providing this
consent, we do not admit that we are "experts" within the meaning of Section 11
of the Securities Act of 1933 or that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933.

                                         Very truly yours,

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


                                         By:      /s/ F. Mark Reuter
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                                                     F. Mark Reuter