EXHIBIT 5
Published on January 27, 1995
Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR
ATTORNEYS AT LAW
41 SOUTH HIGH STREET
COLUMBUS, OHIO 43215-6194
January 27, 1995
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Re: Acquisition of Security National Corporation
Gentlemen:
With respect to the Registration Statement on Form S-4 (the
"Registration Statement") to be filed by Huntington Bancshares Incorporated
("Huntington") with the Securities and Exchange Commission related to the
registration of 2,500,000 shares of Huntington's common stock, without par
value (the "Stock"), to be issued in connection with the proposed merger (the
"Merger") of Security National Corporation, a Delaware corporation ("Security
National"), into Huntington Bancshares Florida, Inc., an Ohio corporation
("Huntington Florida") and a wholly owned subsidiary of Huntington, we advise
you as follows:
We are counsel for Huntington and Huntington Florida and have
participated in the preparation of the Registration Statement. We have
reviewed the Agreement and Plan of Merger, dated as of July 12, 1994, between
Huntington Florida and Security National, as amended by the Amendment to
Agreement and Plan of Merger, dated as of January 26, 1995, between Huntington
Florida and Security National, and the Supplemental Agreement, dated as of
July 12, 1994, among Huntington, Huntington Florida, and Security National
(collectively, the "Merger Documents"), Huntington's Articles of Restatement of
Charter, Huntington's Bylaws, the corporate action taken to date in connection
with the Registration Statement and the issuance and sale of the Stock, and
such other documents and authorities as we deem relevant for the purpose of
this opinion.
Based upon the foregoing, we are of the opinion that:
(a) upon the proper approval of the Merger Documents by the
shareholders of Security National;
(b) upon the approval of the Merger by the Board of Governors of
the Federal Reserve System, the Office of the Comptroller of the Currency, and
the Florida Department of Banking and Finance and the expiration of all
applicable waiting periods;
(c) upon compliance with the Securities Act of 1933, as amended,
and with the securities or "blue sky" laws of the states in which the Stock is
to be offered for sale; and
(d) upon the "Effective Time", as defined in the Merger Agreements;
the Stock, when issued and delivered as provided in the Merger Documents in
accordance with the resolutions heretofore adopted by the Board of Directors of
Huntington, will be legally issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ PORTER, WRIGHT, MORRIS & ARTHUR
PORTER, WRIGHT, MORRIS & ARTHUR