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                                    EXHIBIT 5





November 12, 1999




Capital Holdings, Inc.
5520 Monroe Street
Sylvania, Ohio  43560

Re:  Amended and Restated Director and Employee Stock Purchase Plan - Issuance
     of Shares

Gentlemen:

         This letter is written in connection with the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), for the purpose of registering an additional
200,000 shares (the "Shares") of common stock, no par value (the "Common
Stock"), of Capital Holdings, Inc. (the "Company"), to be offered and sold
pursuant to the Company's Amended and Restated Director and Employee Stock
Purchase Plan (the "Plan").

         For purposes of rendering the opinion expressed below, I have examined
and relied upon originals, or copies certified to my satisfaction, of such
records, documents, certificates of public officials and officers of the
Company, and other documents and instruments as I have deemed appropriate.

         In conducting my examination, I have assumed, without investigation,
the genuineness of all signatures, the correctness of all certificates, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies, and the accuracy
and completeness of all records made available to me by the Company. In
rendering my opinion below, I have assumed, without investigation, that any
certificate or other document on which I have relied that was given or dated
earlier than the date of this letter continued to remain accurate insofar as
relevant to such opinion, from such earlier date through and including the date
of this letter. In addition, I have assumed, without investigation, the accuracy
of the representations and statements as to factual matters made in the
Registration Statement and in the prospectus to be delivered to each shareholder
and employee of the Company participating in the Plan (the "Prospectus"), and
the accuracy of representations and statements as to factual matters made by the
officers and employees of the Company and public officials.


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Capital Holdings, Inc.
November 12, 1999
Page 2


         The opinion expressed below is subject, without investigation, to the
following assumptions:

         A. The Registration Statement will become automatically effective on
the day of the filing thereof with the Commission pursuant to Rule 462 under the
Securities Act, and, together with any subsequent amendments thereto, will
continue to remain effective under the Securities Act, throughout all periods
relevant to the opinion expressed below.

         B. The Prospectus will fulfill, and, together with any subsequent
amendments or supplements thereto, will continue to fulfill all of the
requirements of the Securities Act, throughout all periods relevant to the
opinion expressed below.

         C. The resolutions of the board of directors authorizing the adoption
of the Plan, the amendments to the Plan, and the offer, sale and issuance of the
Shares pursuant to the Plan, (the "Authorizing Resolutions") will not be revoked
or rescinded, and no amendment, modification, or other alteration of the
Authorizing Resolutions will cause such resolutions, as amended, to deviate
materially in substance from the provisions of the Authorizing Resolutions as in
effect on the date hereof.

         D. All offers, sales and issuances of the Shares will be made in a
manner (i) which complies with the terms, provisions and conditions described in
the Prospectus and any amendments or supplements to the Prospectus, and (ii)
which is within the scope of the Authorizing Resolutions.

         E. All offers, sales and issuances of the Shares will be made in
accordance with the terms, provisions, and conditions of the Plan.

         F. All offers, sales and issuances of the Shares will comply with the
securities laws of the states having jurisdiction thereover.

         G. At all times relevant to the opinion set forth below, the Company
has been and will remain in good standing in Ohio and in each foreign
jurisdiction where qualification is required.

         H. No subsequent amendment, modification or other alteration of the
Plan, the Prospectus or the Registration Statement will cause the terms,
provisions and conditions relating to the offer, sale and issuance of the Shares
pursuant thereto to deviate materially in substance from said terms, provisions
and conditions as described therein on the date hereof.

         The opinion expressed below is subject to the following qualifications:

         (a) The opinion expressed below is limited to the matters expressly set
forth in this opinion letter, and no opinion is to be implied or may be inferred
beyond the matters expressly so stated.

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Capital Holdings, Inc.
November 12, 1999
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         (b) I disclaim any obligation to update this opinion letter for events
occurring after the date of this opinion letter.

         (c) The opinion expressed below is limited to the effect of the General
Corporation Law of the State of Ohio; accordingly, no opinion is expressed with
respect to the laws of any other jurisdiction, or the effect thereof, on the
offer, sale or issuance of the Shares.

         Based upon and subject to the foregoing, I am of the opinion that the
Shares, when issued, will be validly issued, fully paid and nonassessable.

                                      * * *

         I hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement. This opinion letter is rendered solely for your
benefit in connection with the Registration Statement. Except as provided in
this opinion letter, without my prior written consent, this opinion letter may
not be: (i) relied upon by any other person or for any other purpose; (ii)
quoted in whole or in part or otherwise referred to in any report or document;
or (iii) furnished (the original or copies thereof) to any other person.

                                   Sincerely,


                                   /s/ Werner & Blank Co., L.P.A.
                                   Werner & Blank Co., L.P.A.