Exhibit 5 and
Exhibit 23.1


July 16, 2004



First Citizens Banc Corp
100 East Water Street
Sandusky, Ohio 44870



Ladies and Gentlemen:

         Reference is made to the Registration Statement on Form S-4
("Registration Statement") to be filed by First Citizens Banc Corp ("First
Citizens") in connection with the issuance of up to 786,000 of its common
shares, no par value (the "First Citizens Common Shares"), upon the terms and
conditions set forth in the Agreement and Plan of Merger dated as of March 3,
2004 by and between First Citizens and FNB Financial Corporation ("FNB") (the
"Merger Agreement"), relating to the merger of FNB with and into First Citizens.
We have examined such documents and matters of law as we have deemed necessary
or appropriate for the purpose of rendering this opinion.

      Based upon the foregoing, we are of the opinion that the First Citizens
Common Shares, when issued by First Citizens as contemplated in the Merger
Agreement and the Registration Statement, will be legally issued, fully paid and
nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of our firm under the caption "Legal
Opinions" in the prospectus/proxy statement contained therein.

                                          Respectfully submitted,


                                          /s/ Squire, Sanders & Dempsey L.L.P.
                                          -------------------------------------
                                          SQUIRE, SANDERS & DEMPSEY L.L.P.