Richard G. Schmalzl
Direct: (513) 629-2828
||March 7, 2012|
Fifth Third Bancorp
Fifth Third Center
Cincinnati, Ohio 45263
Ladies and Gentlemen:
acted as counsel to Fifth Third Bancorp, an Ohio corporation (the Corporation), in connection with the Registration Statement on Form S-3 (the Registration Statement) filed by the Corporation with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the Act), and prospectus filed in connection with the registration of the Corporations 3.500% Senior Notes due 2022 in the aggregate principal amount of $500,000,000 (the
Senior Debt Securities) being issued by the Corporation pursuant to the Indenture dated as of April 30, 2008 between the Corporation and Wilmington Trust Company, as trustee, as such Indenture has been supplemented a Second
Supplemental Indenture dated March 7, 2012 (the Senior Debt Indenture).
As counsel for the Corporation, we
have examined such corporate records, certificates, documents and matters of law as we have deemed necessary or appropriate for the purposes of this opinion. In all such examinations, we have assumed the genuineness of signatures on original
documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and, as to statements of the officers of the Corporation and certificates of public officials, we have assumed the
same to have been properly given and accurate.
Based upon such examination and the assumptions set forth herein, we are of
the opinion that the Senior Debt Securities are valid and legally binding obligations of the Corporation, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or
affecting creditors rights and to general equity principles.
The foregoing opinion is limited to the federal laws of
the United States and the laws of the State governing the Senior Debt Securities, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We express no opinion as to whether, or the extent to which, the laws of any
particular jurisdiction apply to the subject matter of the agreements and documents referred to herein, including without limitation the enforceability of the governing law provisions contained in such agreements and documents.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the
heading Validity of Securities in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit
Fifth Third Bancorp
March 7, 2012
that we are in the category of persons whose consent is required under Section 7 of the Act.
|Very truly yours,|
|GRAYDON HEAD & RITCHEY LLP|
|/s/ RICHARD G. SCHMALZL|
|Richard G. Schmalzl, Partner|