Christopher J. Zinski
Direct Dial: (312) 258-5548
                                                                EXHIBIT 5

                                       August 22, 1996


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

        RE:  CSB FINANCIAL GROUP, INC. -- REGISTRATION OF 103,500
             SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, ON FORM S-8

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  offer  and sale by the Company of 103,500 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. 1995 Stock Option and Incentive Plan.

     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 and upon payment therefor, as
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