Exhibit 5


Letterhead of Vorys, Sater, Seymour and Pease, LLP


                                                May 15, 2002

Ohio Casualty Corporation
9450 Seward Road
Fairfield, OH 45014


Ladies and Gentlemen:


        We have acted as counsel to Ohio Casualty Corporation, an Ohio
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed under the Securities
Act of 1933, as amended (the "Act") relating to the issuance of up to 3,334,458
Common Shares, par value $.125 per share (the "Common Shares"), of the Company
pursuant to awards under the Ohio Casualty Corporation 2002 Stock Incentive
Plan (the "Plan").

        In connection with the foregoing, we have examined: (a) the
articles of incorporation, as amended, and the code of regulations, as amended,
of the Company; (b) the Plan; and (c) such records of the corporate proceedings
of the Company and such other documents as we have deemed relevant.

        Based on such examination, we are of the opinion that the
Common Shares available for issuance under the Plan, when issued, delivered and
paid for in accordance with the terms and conditions of the Plan and the
applicable award agreements, will be legally issued, fully paid and
nonassessable.

        We are members of the Bar of the State of Ohio and do not
purport to be experts 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.

        This opinion is furnished by us solely for the benefit of the
Company in connection with the offering of the Common Shares pursuant to the
Plan and the filing of the Registration Statement and any amendments thereto.
This opinion may not be relied upon by any other person or assigned, quoted or
otherwise used without our specific written consent.





Ohio Casualty Corporation
May 15, 2002
Page 2




Notwithstanding the foregoing, we hereby consent to the filing of this Opinion
as Exhibit 5 to the Registration Statement and the reference to us in Item 5
of Part II of the Registration Statement.  In giving such consent, we do not
thereby admit that we are in the category of person whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission.


                                        Very truly yours,

                                        VORYS, SATER, SEYMOUR AND PEASE LLP