EXHIBIT 5

                               Opinion of Counsel

                                 August 31, 2000

Board of Directors
First Defiance Financial Corp.
601 Clinton Street
Defiance, Ohio  43512

Gentlemen:

     We have  acted as  counsel  for First  Defiance  Financial  Corp.,  an Ohio
corporation (the  "Company"),  in connection with the registration of the common
shares of the Company, without par value (the "Common Shares"),  pursuant to the
First  Defiance  Financial  Corp.  Employee  Investment  Plan (the  "Plan"),  as
described  in the  Registration  Statement  on Form  S-8 to be  filed  with  the
Securities  and  Exchange   Commission  on  or  about  September  1,  2000  (the
"Registration Statement"), for the purpose of registering 50,000 Common Shares.

     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 Company's  Articles of
Incorporation,  as amended through the date hereof,  (c) the Code of Regulations
of the  Company,  as amended  through  the date  hereof ; (d) the minutes of the
meeting of the Board of Directors of the Company dated August 21, 2000;  and (e)
such other  representations  of the Company  and its  officers as we have deemed
relevant.

     In our examinations, we have assumed the genuineness of all signatures, the
conformity to original documents of all documents  submitted to us as copies and
the  authenticity  of such  originals  of such  latter  documents.  We have also
assumed the due preparation of share certificates and compliance with applicable
federal and state securities laws.

     Based   solely  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 (i) the Plan was adopted by the Board of the Company on August
21, 2000; and (ii) the 50,000 Common Shares in the  Registration  Statement will
be validly issued, fully paid and non-assessable.

     This opinion is limited to the federal laws of the United States and to the
laws of the State of Ohio having  effect as of the date hereof.  This opinion is
furnished  by us solely for the  benefit of the Company in  connection  with 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.

     We  consent   to  the  filing  of  this   opinion  as  an  exhibit  to  the
aforementioned  Registration  Statement  and  to  the  reference  to us  in  the
Registration Statement.

                                      Very truly yours,



                                      /s/ VORYS, SATER, SEYMOUR AND PEASE LLP
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                                      VORYS, SATER, SEYMOUR AND PEASE LLP