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                                                              Exhibit 5(a)


              KEYCORP
              127 Public Square
LOGO          Cleveland, Ohio 44114-1306

              (216) 689-4110
              (216) 689-4121 Fax


                                   January 27, 1997

Board of Directors
KeyCorp 
127 Public Square
Cleveland, Ohio 44114

The Administrators
KeyCorp Institutional Capital A
127 Public Square
Cleveland, Ohio 44114

Re: Registration Statement on Form S-4
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Ladies and Gentlemen:

        I am Senior Vice President and Senior Managing Counsel of KeyCorp 
Management Company, an affiliate of KeyCorp (the "Corporation"), and I have 
acted as counsel to the Corporation and KeyCorp Institutional Capital A, a 
Delaware business trust (the "Issuer Trust"), in connection with the 
registration under the Securities Act of 1933, as amended, of $350,000,000 of 
7.826% Capital Securities of the Issuer Trust (the "Capital Securities"), 
$350,000,000 of 7.826% Junior Subordinated Deferrable Interest Debentures of 
the Corporation (the "Junior Debentures") and a Guarantee of the Corporation 
for the benefit of the holders from time to time of the Capital Securities (the 
"Guarantee") on Form S-4 (the "Registration Statement").

        The Capital Securities, the Junior Debentures and the Guarantee are 
referred to herein collectively as the "Securities."

        I am familiar with the corporate proceedings of the Corporation and the 
administrative proceedings of the Issuer Trust to date with respect to the 
proposed issuance of the Securities, and I have examined the Amended and 
Restated Trust Agreement of KeyCorp Institutional Capital A, dated December 4, 
1996, between the Corporation, Bankers Trust Company, as Property Trustee, and 
Bankers Trust (Delaware), as Delaware Trustee, the Indenture, dated December 4, 
1996, between the Corporation and Bankers Trust Company, as Trustee, the 
Guarantee Agreement, dated as of December 4, 1996, between the Corporation and 
Bankers 
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Board of Directors
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Trust Company, as Guarantee Trustee, and such other documents and certificates 
as I have deemed necessary as a basis for the opinions hereinafter expressed. 
In rendering this opinion, I have assumed, without any independent 
investigation, that (i) all documents that have been submitted to me as 
originals are authentic, and that all documents that have been submitted to me 
as copies conform to authentic, original documents; and (ii) all persons 
executing agreements, instruments or documents examined or relied upon by me 
had the capacity to sign such agreements, instruments or documents, and all 
such signatures are genuine.

     I have assumed that each of the documents have been duly authorized,
executed and delivered by each of the parties thereto other than the Corporation
and the Issuer Trust and constitute valid and legally binding obligations of
such parties enforceable in accordance with their respective terms, except as
limited by Title 11 of the United States Code (Bankruptcy) and other applicable
bankruptcy, insolvency, reorganization, arrangement, fraudulent transfer,
moratorium or other laws relating to or affecting creditors' rights generally
and general principles of equity, constitutional rights and public policy,
regardless of whether enforceability is considered in a proceeding at law or in
equity and except that the provisions requiring payment of attorneys' fees may
not be enforced by courts applying Ohio law.

     Based on the foregoing, and having regard for such legal considerations as
I have deemed relevant, I am of the opinion that:

     (1) The Corporation is a corporation duly organized and validly existing
under the laws of the State of Ohio.

     (2) The Junior Debentures have been duly authorized and, when issued and
authenticated in accordance with the terms of the Indenture and delivered in
accordance with the procedures described in the Registration Statement, the
Junior Debentures will be legal, valid and binding obligations of the
Corporation, enforceable in accordance with their terms.

     (3) The Guarantee has been duly authorized, and when executed in accordance
with the terms of the Guarantee Agreement and delivered in accordance with the
procedures described in the Registration Statement, the Guarantee will be a
legal, valid and binding obligation of the Corporation, enforceable in
accordance with its terms.

     The opinions set forth above are subject as to enforceability to (i)
applicable bankruptcy, insolvency (including, without limitation, all laws
relating to fraudulent transfers), reorganization, moratorium and other similar
laws relating to or affecting the enforcement of creditors' rights generally;
(ii) general equitable principles (regardless of whether enforcement is
considered in a proceeding in equity or at law); and (iii) provisions of law
that require that a judgment for money damages rendered by a court in the United
States be expressed only in United States dollars.
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Board of Directors
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        This opinion is given on the basis of the law and the facts existing as 
of the date hereof, I assume no obligation to advise you of changes in matters 
of fact or law which may thereafter occur. My opinion is based on statutory 
laws and judicial decisions that are in effect on the date hereof, and I do not 
opine with respect to any law, regulation, rule or governmental policy which 
may be enacted or adopted after the date hereof.

        I am licensed to practice law in the State of Ohio and, accordingly, 
the foregoing opinions are limited solely to the laws of the State of Ohio and 
applicable federal laws of the United States. I call your attention to the fact 
that the Capital Securities, Junior Debentures and the Guarantee and certain 
other documents, agreements and instruments referred to above may be governed 
by the laws of New York or a jurisdiction other than Ohio. I express no opinion 
as to matters governed by any laws other than laws of the State of Ohio and the 
federal laws of the United States of America.

        I hereby consent to the filing of this opinion with the Commission as 
an exhibit to the Registration Statement and to the use of my name therein.

                                                Very truly yours,

                                                /s/ DANIEL R. STOLZER
                                                -------------------------
                                                Daniel R. Stolzer
                                                Senior Vice President and
                                                Senior Managing Counsel
