EXHIBIT 5

                               Opinion of Counsel



                                  July 24, 2001



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 proposed  issuance and sale
of the common  shares of the  Company,  par value  $.01 per share  (the  "Common
Shares"),  upon the exercise of options  granted to purchase  such Common Shares
pursuant to the First Defiance  Financial  Corp. 2001 Stock Option and Incentive
Plan (the "Plan").  In accordance  with the  Securities Act of 1933, as amended,
and the rules and regulations promulgated  thereunder,  a Registration Statement
on Form S-8  describing  the Plan will be filed with the Securities and Exchange
Commission  on or about July 24, 2001 (the  "Registration  Statement"),  for the
purpose of registering  the 343,000 Common Shares that are reserved for issuance
under the Plan.

     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, as certified by the President
of the Company; (c) the Bylaws of the Company amended through the date hereof as
certified by the President of the Company;  (d) the Certificate of the Inspector
of Election for the meeting of the shareholders of the Company held on April 24,
2001;  (e) the minutes of the meeting of the Board of  Directors  of the Company
dated July 23, 2001; and (f) 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.  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 after the Common  Shares shall have been issued by the Company
upon the  exercise of the  options  and  payment  therefor in full in the manner
provided  in the  Plan  and in  the  Registration  Statement  (when  it  becomes
effective),  such Common Shares issued upon the exercise of such options 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
offering of the Common Shares and the filing of the Registration  Statements 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  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