Exhibit 5.2


           [Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]



                                                               May 8, 2003





Ohio Casualty Corporation
Ohio Casualty Capital Trust I
Ohio Casualty Capital Trust II

c/o Ohio Casualty Corporation
9450 Seward Road
Fairfield, Ohio 45014

                      Re:  Ohio Casualty Corporation
                           Ohio Casualty Capital Trust I
                           Ohio Casualty Capital Trust II
                           Registration Statement on Form S-3
                           ----------------------------------

Ladies and Gentlemen:

               We have acted as special counsel to Ohio Casualty Corporation,
an Ohio corporation (the "Company"), and to Ohio Casualty Capital Trust I and
Ohio Casualty Capital Trust II (the "Trusts"), each a statutory trust created
under the Statutory Trust Act of the State of Delaware, in connection with the
Registration Statement on Form S-3 (the "Registration Statement") to be filed
on the date hereof by the Company and the Trusts with the Securities and
Exchange Commission (the "Commission"). The Registration Statement relates to
the issuance and sale from time to time, pursuant to Rule 415 of the General
Rules and Regulations promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), of the following securities with an aggregate initial
public offering price of up to $500,000,000 or the equivalent thereof, based
on the applicable exchange rate at the time of sale, in one or more foreign
currencies, currency unit or units or composite currency or currencies as
shall be designated by the Company or the Trusts: (i) senior or subordinated
unsecured debt securities of the Company, in one or more series (the "Debt
Securities"), which may be issued under the senior indenture, dated as of May
8, 2003, between the Company and Citibank, N.A., as trustee, and the
subordinated indenture, dated as of May 8, 2003, between the Company and The
Bank of New York, as trustee, respectively, each filed as an exhibit to the
Registration Statement (collectively, the "Indentures" and each trustee, a
"Trustee"); (ii) shares of preferred stock of the Company, without par value
(the "Preferred Stock"), in one or more series; (iii) shares of common stock
of the Company, $0.125 par value per share ("Common Stock"), and the
associated one-half right to purchase additional shares of Common Stock; (iv)
warrants (the "Warrants") to purchase Debt Securities, Preferred Stock, Common
Stock or other securities of the Company, which may be issued pursuant to one
or more warrant agreements (each, a "Warrant Agreement") proposed to be
entered into between the Company and a warrant agent or agents to be named
(the "Warrant Agent" or "Warrant Agents"); (v) shares of the Company's
Preferred Stock represented by depositary shares (the "Depositary Shares")
evidenced by depositary receipts, which may be issued pursuant to one or more
deposit agreements proposed to be entered into between the Company and a
depositary to be named (each, a "Deposit Agreement"); (vi) trust preferred
securities (the "Trust Preferred Securities") of the Trusts, which may be
issued by each Trust pursuant to its Amended and Restated Declaration of Trust
(each, an "Amended Declaration"); (vii) guarantees of the Company (the "Trust
Preferred Securities Guarantees") of the Trust Preferred Securities, which may
be issued in the form of a Trust Preferred Securities Guarantee Agreement to
be entered into by the Company and a preferred guarantee trustee or trustees
to be named (the "Preferred Guarantee Trustee" or "Preferred Guarantee
Trustees") (each, a "Guarantee Agreement"); (viii) stock purchase contracts of
the Company (the "Stock Purchase Contracts") obligating the holders to
purchase Common Stock, Preferred Stock and/or Depositary Shares at a future
date or dates, which may be issued under one or more purchase contract
agreements (each, a "Purchase Contract Agreement") to be entered into by the
Company and a purchase contract agent or agents to be named (the "Purchase
Contract Agent" or "Purchase Contract Agents"); (ix) stock purchase units of
the Company (the "Stock Purchase Units") each representing ownership of a
Stock Purchase Contract, Warrants and/or any of the Debt Securities, Trust
Preferred Securities or debt obligations of third parties, including United
States treasury obligations, other Stock Purchase Contracts or Common Stock,
securing a holder's obligation to purchase shares of Common Stock, shares of
Preferred Stock or Depositary Shares under the Stock Purchase Contract; and
(x) such indeterminate amount of Debt Securities and number of shares of
Preferred Stock and Common Stock and such number of Depositary Shares as may
be issued upon conversion, exchange or exercise of any Debt Securities,
Preferred Stock, Depositary Shares or Warrants, including Preferred Stock,
Common Stock or Depositary Shares as may be issued pursuant to anti-dilution
adjustments, in amounts, at prices and on terms to be determined at the time
of offering (the "Indeterminate Securities"). The Debt Securities, the
Preferred Stock, the Common Stock, the Warrants, the Depositary Shares, the
Trust Preferred Securities, the Trust Preferred Securities Guarantees, the
Stock Purchase Contracts, the Stock Purchase Units and the Indeterminate
Securities are collectively referred to herein as the "Offered Securities."

               This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act.

               In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and other instruments as we
have deemed necessary or appropriate in connection with this opinion,
including (i) the form of Registration Statement relating to the Offered
Securities; (ii) executed copies of the Indentures, each filed as an exhibit
to the Registration Statement; (iii) the forms of underwriting agreements to
be entered into by the Company and one or more underwriters to be named in
connection with any underwritten offering of equity or debt securities (each,
an "Underwriting Agreement"), each filed as an exhibit to the Registration
Statement; (iv) the form of the Debt Securities, filed as an exhibit to the
Registration Statement; (v) the Certificate of Trust of each Trust (each, a
"Certificate of Trust"), as filed with the Secretary of State of the State of
Delaware on April 30, 2003, each such Certificate of Trust being among The
Bank of New York, as Delaware trustee, and Richard B. Kelly, Dennis E.
McDaniel, and A. Larry Sisk, as regular trustees, respectively, and each filed
as an exhibit to the Registration Statement; (vi) the Declaration of Trust of
each Trust (each, a "Declaration of Trust") dated April 30, 2003, each such
Declaration of Trust being among the Company, as sponsor, The Bank of New
York, as Delaware trustee, and Richard B. Kelly, Dennis E. McDaniel, and A.
Larry Sisk, as regular trustees, respectively, and each filed as an exhibit to
the Registration Statement; (vii) the form of the Amended Declaration
(including the form of the Trust Preferred Securities), filed as an exhibit to
the Registration Statement; (viii) the form of the Warrant Agreement, each
filed as an exhibit to the Registration Statement; (ix) the form of the
Guarantee Agreement, filed as an exhibit to the Registration Statement; (x)
the form of the Purchase Contract Agreement, filed as an exhibit to the
Registration Statement; and (xi) the form of the Stock Purchase Units, filed
as an exhibit to the Registration Statement.

               In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified, conformed, photostatic or
facsimile copies and the authenticity of the originals of such documents. In
making our examination of executed documents or documents to be executed, we
have assumed that the parties thereto (including the Company), other than the
Trusts, have been duly organized and are and will continue to be validly
existing and in good standing under the laws of their respective jurisdictions
of incorporation or organization, and had or will have the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and that such
documents constitute or will constitute valid and binding obligations of such
parties. We have also assumed that the Underwriting Agreements, the Debt
Securities, the Warrant Agreement, the Amended Declaration of each Trust, the
Trust Preferred Securities of each Trust, the Trust Preferred Securities
Guarantee of each Trust, the Guarantee Agreements, the Purchase Contract
Agreements and the Stock Purchase Units will be executed and delivered in
substantially the form reviewed by us. In addition, we have assumed that the
terms of the Offered Securities will have been established so as not to, and
that the execution and delivery by the Company and the Trusts, as applicable,
of, and the performance of their respective obligations under, the Indentures,
the Offered Securities, each Warrant Agreement, each Purchase Contract
Agreement and each Guarantee Agreement, will not violate, conflict with or
constitute a default under (i) the articles of incorporation or the code of
regulations of the Company, or any agreement or other instrument to which the
Company, the Trusts or their respective properties are subject; (ii) any law,
rule or regulation to which the Company or either Trust is subject; (iii) any
judicial or regulatory order or decree of any governmental authority; or (iv)
any consent, approval, license, authorization or validation of, or filing,
recording or registration with, any governmental authority. We have also
assumed that (i) the Company has duly authorized the filing of the
Registration Statement under Ohio law; (ii) prior to the issuance of any
Offered Securities, the Company will have duly authorized the issuance and
terms of the Offered Securities under Ohio law; (iii) the Indentures have been
duly authorized, executed and delivered by the Company under Ohio law; (iv)
each Warrant Agreement, each Purchase Contract Agreement and each certificate
or other executed document evidencing Offered Securities will be duly
authorized, executed and delivered by the Company under Ohio law; (v) the
choice of New York law in the Indentures, each Warrant Agreement, each
Guarantee Agreement and each Purchase Contract Agreement is legal and valid
under the laws of other applicable jurisdictions; (vi) the execution and
delivery by the Company of the Indentures, each Warrant Agreement, each
Guarantee Agreement and each Purchase Contract Agreement and the performance
by the Company of its obligations thereunder did not and will not violate or
conflict with any laws of the State of Ohio; and (vii) the Company has and
will have otherwise complied with all aspects of the laws of the State of Ohio
in connection with the transactions contemplated by the Registration
Statement. As to any facts material to the opinions expressed herein that we
did not independently establish or verify, we have relied upon oral or written
statements and representations of officers and other representatives of the
Company, the Trusts and others.

               Our opinions set forth below are limited to the Statutory Trust
Act of the State of Delaware and those laws of the State of New York, the
State of Delaware, and the United States of America, in each case, that, in
our experience, are normally applicable to transactions of the type
contemplated by the Registration Statement and to the extent that judicial or
regulatory orders or decrees or consents, approvals, licenses, authorizations,
validations, filings, recordings or registrations with governmental
authorities are relevant, to those required under such laws (all of the
foregoing being referred to as "Opined on Law"). We do not express any opinion
with respect to the law of any jurisdiction other than Opined on Law or as to
the effect of any such non-Opined on Law on the opinions herein stated. The
Offered Securities may be issued from time to time on a delayed or continuous
basis, and this opinion is limited to the laws, including the rules and
regulations, as in effect on the date hereof, which laws are subject to change
with possible retroactive effect.

               The opinions set forth below are subject to the following
qualifications, further assumptions and limitations:

               (i) the validity or enforcement of any agreements or
instruments may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether
enforceablility is considered in a proceeding in equity or at law);

               (ii) we do not express any opinion as to the applicability or
effect of any fraudulent transfer, preference or similar law on any agreements
or instruments or any transactions contemplated thereby;

               (iii) we do not express any opinion as to the enforceability of
any rights to indemnification or contribution that may be violative of the
public policy underlying any law, rule or regulation (including any federal or
state securities law, rule or regulation);

               (iv) we do not express any opinion as to the enforceability of
any provision of any document purporting to prohibit, restrict or condition
the assignment of rights under such document to the extent such restriction on
assignability is governed by the Uniform Commercial Code;

               (v) the validity or enforcement of any agreements or
instruments may be limited by requirements that a claim with respect to any
Offered Debt Securities denominated other than in United States dollars (or a
judgment denominated other than in United States dollars in respect of such
claim) be converted into United States dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law; and

               (vi) the validity or enforcement of any agreements or
instruments may be limited by governmental authority to limit, delay or
prohibit the making of payments outside the United States or in foreign
currencies, currency units or composite currencies.

               Based upon and subject to the foregoing, we are of the opinion
that:

               1. With respect to any series of Debt Securities (the "Offered
Debt Securities"), when (i) if the Offered Debt Securities are to be sold
pursuant to a firm commitment underwritten offering, an underwriting agreement
with respect to the Offered Debt Securities has been duly authorized, executed
and delivered by the Company and the other parties thereto; and (ii) the terms
of the Offered Debt Securities and of their issuance and sale have been duly
established in conformity with the applicable Indenture and the Offered Debt
Securities have been duly executed and authenticated in accordance with the
provisions of the applicable Indenture and duly delivered to the purchasers
thereof upon payment of the agreed-upon consideration therefor, the Offered
Debt Securities (including any Debt Securities duly issued upon conversion,
exchange or exercise of any Debt Securities, Preferred Stock, Depositary
Shares or Warrants), when issued and sold in accordance with the applicable
Indenture and the applicable underwriting agreement, if any, or any other duly
authorized, executed and delivered valid and binding purchase or agency
agreement, will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms.

               2. With respect to any series of Warrants (the "Offered
Warrants"), when (i) if the Offered Warrants are to be sold pursuant to a firm
commitment underwritten offering, an underwriting agreement with respect to
the Offered Warrants has been duly authorized, executed and delivered by the
Company and the other parties thereto; and (ii) the terms of the Offered
Warrants and of their issuance and sale have been duly established in
conformity with the applicable Warrant Agreement and the Offered Warrants have
been duly executed and countersigned in accordance with the provisions of the
applicable Warrant Agreement and duly delivered to the purchasers thereof upon
payment of the agreed-upon consideration therefor, the Offered Warrants
(including any Warrants duly issued upon conversion, exchange or exercise of
any Debt Securities, Preferred Stock or Depositary Shares), when issued and
sold in accordance with the applicable Warrant Agreement and the applicable
underwriting agreement or any other duly authorized, executed and delivered
valid and binding purchase or agency agreement, will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms.

               3. With respect to the Trust Preferred Securities of each Trust
to be offered pursuant to the Registration Statement (the "Offered Trust
Preferred Securities"), when (i) if the Offered Trust Preferred Securities are
to be sold pursuant to a firm commitment underwritten offering, an
underwriting agreement with respect to the Offered Trust Preferred Securities
has been duly authorized, executed and delivered by the applicable Trust and
the other parties thereto; and (ii) the terms of the Offered Trust Preferred
Securities have been duly established in conformity with the applicable
Amended Declaration and the Offered Trust Preferred Securities have been duly
executed and authenticated in accordance with the provisions of the applicable
Amended Declaration and duly delivered to the purchasers thereof upon payment
of the agreed-upon consideration therefor (1) the Offered Trust Preferred
Securities, when issued or sold in accordance with the applicable Amended
Declaration and the applicable underwriting agreement, if any, or any other
duly authorized, executed and delivered valid and binding purchase or agency
agreement, will be duly authorized for issuance and will be validly issued,
fully paid and nonassessable, representing undivided beneficial interests in
the assets of such Trust and (2) the holders of the Offered Trust Preferred
Securities will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under
the Delaware General Corporate Law. We bring to your attention, however, that
the holders of the Offered Trust Preferred Securities may be obligated,
pursuant to the Amended Declaration of such Trust, to (i) provide indemnity
and/or security in connection with, and pay taxes or governmental charges
arising from, transfers of Offered Trust Preferred Securities and (ii) provide
security and indemnity in connection with the requests of or directions to the
property trustee of such Trust to exercise its rights and powers under the
Amended Declaration of such Trust.

               4. With respect to the Trust Preferred Securities Guarantees to
be offered pursuant to the Registration Statement (the "Offered Trust
Preferred Securities Guarantees"), when (i) if the Offered Trust Preferred
Securities are to be sold pursuant to a firm commitment underwritten offering,
an underwriting agreement with respect to the applicable Offered Trust
Preferred Securities Guarantee has been duly authorized, executed and
delivered by the applicable Trust and the other parties thereto; and (ii) the
terms of the Offered Trust Preferred Securities Guarantee and the issuance and
sale thereof have been duly established in conformity with the applicable
Guarantee Agreement and the Offered Trust Preferred Securities Guarantees have
been duly executed and countersigned in accordance with the provisions of the
applicable Guarantee Agreement and duly issued and sold in the manner
contemplated in the Registration Statement or any prospectus supplement or
term sheet relating thereto, the Offered Trust Preferred Securities
Guarantees, when issued and sold in accordance with the applicable Guarantee
Agreement and Amended Declaration and the applicable underwriting agreement,
if any, or any other duly authorized, executed and delivered valid and binding
purchase or agency agreement, will be valid and binding obligations of the
Company, enforceable against the Company in accordance with their respective
terms.

               5. With respect to any Stock Purchase Contracts (the "Offered
Stock Purchase Contracts"), when (i) if the Offered Stock Purchase Contracts
are to be sold pursuant to a firm commitment underwritten offering, an
underwriting agreement with respect to the Offered Stock Purchase Contracts
has been duly authorized, executed and delivered by the Company and the other
parties thereto; and (ii) the terms of the Offered Stock Purchase Contracts
and of the issuance and sale thereof have been duly established in conformity
with the applicable Purchase Contract Agreement and the Offered Stock Purchase
Contracts have been duly executed and authenticated in accordance with the
provisions of the applicable Purchase Contract Agreement and duly delivered to
the purchasers thereof upon the payment of the agreed-upon consideration
therefor, the Offered Stock Purchase Contracts, when issued and sold in
accordance with the applicable Purchase Contract Agreement and the applicable
underwriting agreement, if any, or any other duly authorized, executed and
delivered valid and binding purchase or agency agreement, will be valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms.

               6. With respect to any Stock Purchase Units (the "Offered Stock
Purchase Units"), when (i) if the Offered Stock Purchase Units are to be sold
pursuant to a firm commitment underwritten offering, an underwriting agreement
with respect to the Offered Stock Purchase Units has been duly authorized,
executed and delivered by the Company and the other parties thereto; and (ii)
the terms of the Offered Stock Purchase Units and the related Stock Purchase
Contracts and of their issuance and sale have been duly established in
conformity with the related Purchase Contract Agreement and the Offered Stock
Purchase Units and the related Stock Purchase Contracts have been duly
executed and authenticated in accordance with the provisions of the applicable
Purchase Contract Agreement and duly delivered to the purchasers thereof upon
the payment of the agreed-upon consideration therefor, the Offered Stock
Purchase Units and related Stock Purchase Contracts, when issued and sold in
accordance with the applicable Purchase Contract Agreement and the applicable
underwriting agreement, if any, or any other duly authorized, executed and
delivered valid and binding purchase or agency agreement, will be valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms.

               Vorys, Sater, Seymour and Pease LLP is permitted to rely upon
this opinion for the purpose of delivering its opinion to the Company in its
capacity as counsel to the Company in accordance with the requirements of Item
601(b)(5) of Regulation S-K of the Securities Act. We hereby consent to the
filing of this opinion with the Commission as an exhibit to the Registration
Statement. We also consent to the reference to our firm under the heading
"Legal Matters" in the Registration Statement. In giving this consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations of
the Commission promulgated thereunder. This opinion is expressed as of the
date hereof unless otherwise expressly stated, and we disclaim any undertaking
to advise you of any subsequent changes of the facts stated or assumed herein
or any subsequent changes in applicable law.

                                   Very truly yours,

                                   /s/ Skadden, Arps, Slate, Meagher & Flom LLP