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                                                                       Exhibit 5


                [VORYS, SATER, SEYMOUR AND PEASE LLP LETTERHEAD]




                                 April 23, 2001



Board of Directors
Park National Corporation
50 North Third Street
P.O. Box 3500
Newark, OH  43058-3500

       Re:  Registration Statement on Form S-8 under the Securities Act of 1933
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Members of the Board:

         We are familiar with the proceedings taken and proposed to be taken by
Park National Corporation, an Ohio corporation (the "Company"), in connection
with the adoption and approval of an amendment to the Park National Corporation
1995 Incentive Stock Option Plan (as amended, the "1995 Plan"), to make an
additional 465,000 common shares, without par value (the "Common Shares"), of
the Company available for issuance under the 1995 Plan; the granting of options
to purchase Common Shares of the Company pursuant to the 1995 Plan; and the
issuance and sale of Common Shares of the Company upon the exercise of options
granted and to be granted under the 1995 Plan, as described in the Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "SEC") on the date hereof. The purpose of the
Registration Statement is to register the additional 465,000 Common Shares
reserved for issuance under the terms of the 1995 Plan pursuant to the
provisions of the Securities Act of 1933, as amended (the "1933 Act"), and the
rules and regulations promulgated by the SEC thereunder.

         In connection with the preparation of this opinion, we have examined
and are familiar with each of the following: (a) the Registration Statement; (b)
the 1995 Plan; (c) the Company's Articles of Incorporation, as currently in
effect; (d) the Company's Regulations, as currently in effect; and (e) certain
proceedings of the directors and of the shareholders of the Company. We have
also relied upon such representations of the Company and officers of the Company
and such authorities of law as we have deemed relevant as a basis for this
opinion.

         In our examinations and in rendering the opinion set forth below, we
have assumed, without independent investigation or examination, the genuineness
of all signatures, the authenticity and completeness of all documents submitted
to us as originals, the conformity

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Board of Directors
Park National Corporation
April 23, 2001
Page 2

to original documents of all documents submitted to us as copies and the
authenticity of the originals of such latter documents. As to the facts material
to our opinion expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of the Company.

         We have relied solely upon the examinations and inquiries recited
herein, and we have not undertaken any independent investigation to determine
the existence or absence of any facts, and no inference as to our knowledge
concerning such facts should be drawn.

         Based upon and subject to the foregoing and the further qualifications
and limitations set forth below, as of the date hereof, we are of the opinion
that after the additional 465,000 Common Shares of the Company to be registered
under the Registration Statement have been issued and delivered by the Company,
upon the exercise of options granted under the 1995 Plan against payment of the
purchase price therefor, in accordance with the terms of the 1995 Plan, said
Common Shares will be validly issued, fully paid and non-assessable, assuming
compliance with applicable federal and state securities laws.

         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 additional 465,000 Common Shares pursuant
to the 1995 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.

         We hereby consent to the use of our name in the Registration Statement
and to the filing of this opinion as an exhibit to the Registration Statement.
In giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the 1933 Act, or the rules
and regulations promulgated by the SEC thereunder.

                                        Sincerely,


                                        /s/ Vorys, Sater, Seymour and Pease LLP


                                        VORYS, SATER, SEYMOUR AND PEASE LLP