Exhibit 5




                                                                  (614) 464-6400

                                  June 28, 2002



Board of Directors
Bancinsurance Corporation
250 East Broad Street
Columbus, OH  43215

Members of the Board:

                  We are familiar with the proceedings taken and proposed to be
taken by Bancinsurance Corporation, an Ohio corporation (the "Company"), in
connection with the adoption of the Bancinsurance Corporation 2002 Stock
Incentive Plan (the "Plan") and the offering of common shares, without par
value, of the Company (the "Common Shares") under the Plan, as described in the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on the date hereof. The purpose of
the Registration Statement is to register 600,000 Common Shares reserved for
issuance under the Plan pursuant to the provisions of the Securities Act of
1933, as amended (the "1933 Act"), and the rules and regulations promulgated
thereunder (the "Rules and Regulations").

                  In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without independent
verification or investigation: (a) the Registration Statement; (b) the Plan; (c)
the Company's Amended and Restated Articles of Incorporation; (d) the Company's
Amended and Restated Regulations; and (e) certain proceedings of the directors
and of the shareholders of the Company. We have also relied upon such
representations of the Company and officers of the Company and such authorities
of law as we have deemed relevant as a basis for this opinion.

                  We have relied solely upon the examinations and inquiries
recited herein, and we have not undertaken any independent investigation to
determine the existence or absence of any facts, and no inference as to our
knowledge concerning such facts should be drawn.

Board of Directors
Bancinsurance Corporation
June 28, 2002


                  Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the 600,000 Common Shares of the Company to be registered
under the Registration Statement have been issued and delivered by the Company
in accordance with the terms of the Plan, said Common Shares will be validly
issued, fully paid and non-assessable, assuming compliance with applicable
federal and state securities laws.

                  Our opinion is limited to the General Corporation Law of the
State of Ohio, including all applicable provisions of the Ohio Constitution and
the reported judicial decisions interpreting that law, in effect as of the date
hereof. This opinion is furnished by us solely for the benefit of the Company in
connection with the offering of the Common Shares pursuant to the Plan and the
filing of the Registration Statement and any amendments thereto. This opinion
may not be relied upon by any other person or assigned, quoted or otherwise used
without our specific written consent.

                  Notwithstanding the foregoing, we consent to the filing of
this opinion as an exhibit to the Registration Statement and to the reference to
us in the Registration Statement. By giving such consent, we do not admit that
we come within the category of persons whose consent is required under Section 7
of the 1933 Act or the Rules and Regulations.

                                         Very truly yours,


                                         /s/ Vorys, Sater, Seymour and Pease LLP


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