EXHIBIT 5
Published on October 3, 1995
EXHIBIT 5
Porter, Wright, Morris & Arthur
Attorneys At Law
41 South High Street
Columbus, Ohio 43215-3406
October 3, 1995
Huntington Bancshares Incorporated
41 South High Street
Columbus, Ohio 43287
Gentlemen:
With respect to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by Huntington Bancshares Incorporated (the
"Company") with the Securities and Exchange Commission relating to the
registration of debt securities (the "Debt Securities"), we advise you as
follows:
We are counsel for the Company and have participated in the preparation
of the Registration Statement. We have reviewed the Company's Articles of
Restatement of Charter, as amended to date, the corporate action taken to date
in connection with the Registration Statement, and such other documents and
authorities as we deem relevant for the purpose of this opinion.
We understand that the Debt Securities may be issued from time to time
pursuant to the Indenture, dated March 25, 1994, between Huntington Bancshares
Incorporated and The Chase Manhattan Bank, as Trustee (the "Indenture"). The
Indenture has been qualified under the Trust Indenture Act of 1939 and has been
filed as an exhibit to the Registration Statement.
Based upon the foregoing, we are of the opinion that, upon the taking
of appropriate definitive action by the Board of Directors of the Company or a
duly-constituted committee of such Board with respect to the issuance and sale
of the Debt Securities, the Debt Securities will be duly authorized and, when
duly executed, authenticated, and issued pursuant to the Indenture and delivered
against payment therefor, will constitute valid and legally binding obligations
of the Company entitled to the benefits provided by the Indenture.
The opinions set forth above are qualified to the extent obligations of
the Company may be limited by bankruptcy, insolvency, reorganization, or other
similar laws relating to or affecting creditors' rights generally, and by
general equitable principles.
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
Matters" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur
PORTER, WRIGHT, MORRIS & ARTHUR