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EXHIBIT 5.--OPINION OF COUNSEL

                                 June 1, 1995
First Financial Bancorp.
300 High Street
Hamilton, Ohio 45012-0476

        Re:  First Financial Bancorp.
             FORM S-4 REGISTRATION STATEMENT

Gentlemen:
        
        We are counsel for First Financial Bancorp., an Ohio corporation
(the "Company"), which is named as the registarnt in the Registration Statement
on Form S-4 which is being filed on or about June 1, 1995 with the Securities
and Exchange Commission for the purpose of registering under the Securities Act
of 1933, as amended (the "Act"), certain common shares, par value $8.00 per
share (the "Common Shares"), of the Company.

        With respect to the Common Shares being registered pursuant to such
Registration Statement as filed and as it may be amended, it is our opinion
that the Common Shares, when issued and paid for pursuant to the Plan and
Agreement of Merger dated as of February 20, 1995 between First Financial
Bancorp. and Bright Financial Services, Inc., will be validly issued, fully
paid and non-assessable.

        We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement.

                              

                              Very truly yours,
                              
                              /s/ Frost & Jacobs
                              
NG/gam                       
