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                                                                       Exhibit 5
                              [KeyCorp Letterhead]

                                February 27, 2001

KeyCorp
127 Public Square
Cleveland, Ohio 44114

Re: KeyCorp Form S-3 Registration Statement -- 370,830 Common Shares

         I am Vice President and Associate General Counsel of KeyCorp, and acted
as counsel to KeyCorp in connection with the issuance to the shareholders of The
Wallach Company, Inc. of 370,830 KeyCorp Common Shares, par value $1 (the
"Common Shares"), as of January 1, 2001. This opinion is furnished to you in
connection with a Registration Statement on Form S-3 of KeyCorp (the
"Registration Statement") with respect to 370,830 Common Shares owned by the
shareholders of The Wallach Company, Inc.

         In connection with this opinion, I have made such investigations of law
as I have deemed necessary and appropriate for the purpose of this opinion and
have examined the Registration Statement (and exhibits thereto) as filed with
the Securities and Exchange Commission, as well as KeyCorp's Amended and
Restated Articles of Incorporation and Amended and Restated Regulations, and
relevant corporate records. In addition, I have made such investigations and
reviewed such other documents as I have deemed necessary or appropriate for the
purpose of this opinion. In rendering this opinion, I have assumed (i) the
authenticity of all original documents and records, (ii) the conformity of all
documents and records submitted to me as conformed copies or photocopies of
original documents, and (iii) that all persons executing agreements, instruments
or documents examined or relied on by me had the capacity to sign such
agreements, instruments or documents and all such signatures are genuine.

         Based upon the foregoing and legal matters that I deem relevant, I am
of the opinion that the Common Shares, which are the subject of the Registration
Statement, are validly issued, fully paid and non-assessable.

         The information set forth herein is as of the date hereof. I assume no
obligation to advise you of changes that may hereafter be brought to my
attention. This opinion is based on statutory laws and judicial decisions that
are in effect on the date hereof, and I do not opine with respect to any law,
regulation, rule, or governmental policy that may be enacted or adopted after
the date hereof, nor do I assume any responsibility to advise you of further
changes in my opinion. This opinion is limited to matters of State of Ohio law
and United States federal law.

         This opinion is solely for your information in connection with the
Registration Statement and is not to be quoted in whole or in part or otherwise
referred to in any other public release. This letter may not be relied upon by
any other person or for any other purposes whatsoever.

         I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of my name therein.

                                      Very truly yours,
                                      KeyCorp

                                      /s/ Daniel R. Stolzer
                                      Daniel R. Stolzer
                                      Vice President & Associate General Counsel