McGuire, Woods, Battle & Boothe
                                  One James Center
                              Richmond, Virginia 23219

                                  October 21, 1994



Jefferson Bankshares, Inc.
123 East Main Street
P. O. Box 711
Charlottesville, VA  22902

Ladies and Gentlemen:

    	We have acted as counsel for Jefferson Bankshares, Inc., a 
Virginia corporation ("Jefferson"), in connection with and have 
participated in the preparation of the Registration Statement on 
Form S-8 (the "Registration Statement") filed by Jefferson with 
the Securities and Exchange Commission (the "SEC") with respect 
to Two Hundred Fifty Thousand (250,000) shares of common stock, 
par value $2.50 per share (the "Common Stock"), of Jefferson to 
be offered and sold in connection with the employee stock 
purchase plan ("the Plan") described therein.

    	We have reviewed the Registration Statement, the Articles of 
Incorporation and Bylaws of the Company, the Plan and such other 
documents, instruments and records as we have deemed necessary 
and advisable for purposes of this opinion.  In rendering this 
opinion, we have relied upon certificates of public officials and 
officers of Jefferson.

    	Based on the foregoing, we are of the opinion that the 
shares of Common Stock to be issued in connection with the Plan 
have been duly authorized and, when such shares are issued and 
sold upon the terms set forth in the Plan, will be legally 
issued, fully paid and nonassessable.

    	We hereby consent to the filing of this opinion with the SEC 
and as exhibit to the Registration Statement.

                       	Very truly yours,



                       	McGuire, Woods, Battle & Boothe