Christopher J. Zinski
(312) 258-5548

                                                             EXHIBIT 5

                                           August 22, 1996



CSB Financial Group, Inc.
200 South Poplar Street
Centralia, Illinois 62801

     RE:   CSB FINANCIAL GROUP, INC. -- REGISTRATION OF 41,400
           SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, ON FORM S-8
           --------------------------------------------------------------

Ladies and Gentlemen:

     We  have acted as special counsel to CSB Financial Group, Inc., a Delaware
corporation  (the  "Company"),  in  connection  with  the Company's filing of a
Registration Statement on Form S-8 (the "Registration Statement")  relating  to
the  offering  and  sale by the Company of 41,400 shares of Common Stock of the
Company, $0.01 par value  per  share (the "Shares"), as more fully described in
the Registration Statement, through  the  CSB  Financial Group, Inc. Management
Development and Recognition Plan and Trust Agreement.

     In this connection, we have examined such corporate  records, certificates
and  other documents and have made such other factual and legal  investigations
as we have deemed necessary or appropriate for purposes of this opinion.

     Based  upon the foregoing, we are of the opinion that the Shares have been
duly authorized,  and when issued for the consideration contemplated in the
Registration  Statement,   will   be   legally   issued,  fully  paid  and
nonassessable.

     We  hereby  consent to the filing of this opinion as  an  exhibit  to  the
Registration Statement.

                                      Very truly yours,

                                      SCHIFF HARDIN & WAITE



                                      By: /s/  Christopher J. Zinski
                                         -----------------------------------
                                               Christopher J. Zinski