Attorneys
& Counselors at Law
41
South
High Street
Columbus,
Ohio 43215-6194
Telephone:
614/227-2000
Facsimile:
614/227-2100
|
Huntington
Bancshares Incorporated
Huntington
Center
41
South High Street
Columbus,
Ohio 43287
|
Re:
Registration Statement on Form S-8 -
Huntington
Bancshares Incorporated 2007 Stock and Long-Term Incentive Plan,
Sky
Financial Group, Inc. Profit Sharing, 401(k) and ESOP Plan, as
amended,
Sky
Financial Group, Inc. Non-Qualified Retirement Plan, as amended,
Sky
Financial Group, Inc. Non-Qualified Retirement Plan II, as amended,
and
Inducement
Grant (each, a “Plan”, and collectively, the “Plans”)
We
have acted as counsel for Huntington Bancshares Incorporated, a Maryland
corporation (“Huntington”), in connection with the Registration Statement on
Form S-8 (the “Registration Statement”), filed by Huntington with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, with
respect to the registration of 10,221,569
shares of Huntington common stock, $0.01 value (the “Shares”), to be
issued under the Plans.
In
connection with this opinion, we have examined such corporate records,
documents, and other instruments of Huntington as we have deemed
necessary.
Based
on the foregoing, we are of the opinion that the Shares to be issued under
each
Plan will, when issued and paid for in accordance with the provisions of
the
relevant Plan, be legally issued, fully paid and nonassessable, and entitled
to
the benefits of the relevant Plan.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement.
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Very
truly yours, |
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|
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/s/
PORTER, WRIGHT, MORRIS & ARTHUR LLP |
| |
PORTER,
WRIGHT, MORRIS &
ARTHUR LLP |