Exhibit 5
August 13, 2010
Huntington Bancshares Incorporated
Huntington Center
41 S. High St.
Columbus, Ohio 43287
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Re:
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Registration Statement on Form S-8 |
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Huntington Bancshares Incorporated Second Amended and Restated 2007 Stock and
Long-Term Incentive Plan (the Plan) |
Ladies and Gentlemen:
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 17,500,000 shares of Huntington common
stock, $0.01 par value (the Shares), to be issued under the Plan.
In connection with this opinion, we have examined such corporate records, documents, and other
instruments of the registrant as we have deemed necessary.
Based on the foregoing, we are of the opinion that the Shares will, when issued and paid for
in accordance with the provisions of the Plan, be legally issued, fully paid and nonassessable, and
entitled to the benefits of the Plan.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ PORTER, WRIGHT, MORRIS & ARTHUR LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP