Christopher J. Zinski
Direct Dial: (312) 258-5548
EXHIBIT 5
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September 29, 1997
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
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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, par value
$0.01 per share (the "Shares"), pursuant to the CSB Financial Group,
Inc. 1997 Nonqualified Stock Option Plan (the "Plan"), as more fully
described in the Registration Statement.
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, upon issuance and payment
therefor in the manner and upon the terms contemplated in the
Registration Statement and the Plan, 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
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Christopher J. Zinski