EX-5 2 ex5dkc.txt EXHIBIT 5, OPINION OF COUNSEL EXHIBIT 5 Ohio Casualty Corporation letterhead Debra K. Crane, Esq. Senior Vice President, General Counsel and Secretary July 3, 2002 The Board of Directors Ohio Casualty Corporation 9450 Seward Road Fairfield, Ohio 45014 Lady and Gentlemen: In my capacity as General Counsel of Ohio Casualty Corporation, an Ohio corporation, (the "Company"), I am rendering this opinion in connection with the Company's Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, covering 2,000,000 common shares of the Company's Common Stock, (the "Common Shares") par value $.125 per share, to be issued under the Company's 2002 Employee Stock Purchase Plan (the "Plan"). In rendering this opinion, I have conducted investigations of fact and law, and have examined such documents, certificates, instruments and other records or copies thereof as I have deemed necessary or appropriate as a basis for the opinions set forth herein. Based upon the foregoing review, it is my opinion that the Common Shares have been duly authorized, and, when issued and sold in accordance with the terms of this Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Debra K. Crane Debra K. Crane, Esq. Senior Vice President, General Counsel and Secretary 9450 Seward Road, Fairfield, Ohio 45014 Telephone 513.603.2213 Fax 513.603.2208 debra.crane@ocas.com