[LETTERHEAD OF STRADLEY RONON HOUSLEY KANTARIAN & BRONSTEIN, LLP]

                                  July 13, 2001



Board of Directors
CFS Bancshares, Inc.
1700 Third Avenue North
Birmingham, Alabama 35203

Re:      CFS Bancshares, Inc.
         Stock Option and Incentive Plan
         ------------------------------------------------------------------
         Registration Statement on Form S-8

Gentlemen and Ladies:

     We have  acted as  counsel  to and for CFS  Bancshares,  Inc.,  a  Delaware
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission of a Registration  Statement on Form S-8
(the  "Registration  Statement"),  for the  purpose  of  registering  under  the
Securities  Act of  1933,  as  amended,  13,000  shares  (the  "Shares")  of the
Company's common stock, $.01 par value per share (the "Common Stock"),  issuable
under the CFS Bancshares, Inc. Stock Option and Incentive Plan (the "Plan").

     In our  capacity as counsel,  we have been  requested to render the opinion
set forth in this letter and, in  connection  therewith,  we have  reviewed  the
following documents:  (i) the Registration  Statement;  (ii) the Plan; (iii) the
Company's  Certificate  of  Incorporation  and Bylaws;  (iv) certain  minutes of
meetings or unanimous consents of the Board of Directors and shareholders of the
Company and its predecessor Citizens Federal Savings Bank; and (v) a certificate
of the Secretary of the Company dated July 13, 2001  certifying to the truth and
correctness of (iii) and (iv).

     In  rendering  this  opinion,  we have  assumed  and relied  upon,  without
independent  investigation,  (i) the authenticity,  completeness,  truth and due
authorization and execution of all documents submitted to us as originals,  (ii)
the genuineness of all signatures on all documents submitted to us as originals,
and (iii) the  conformity to the  originals of all documents  submitted to us as
certified or photostatic copies.

     The law covered by the opinion  expressed herein is limited to the Delaware
General Corporation Law without regard to case law.

     This  opinion  letter is given only with  respect  to laws and  regulations
presently in effect. We assume no obligation to advise you of any changes in law
or regulation which may hereafter occur,  whether the same are  retroactively or
prospectively  applied, or to update or supplement this letter in any fashion to
reflect any facts or circumstances which hereafter come to our attention.

     Based upon, and subject to, the  foregoing,  we are of the opinion that the
Shares when issued  pursuant to and in accordance  with the Plan will be validly
issued, fully paid and nonassessable.






Board of Directors
CFS Bancshares, Inc.
July 13, 2001
Page 2


     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement and we further consent to the reference to our firm under
the  caption  "Legal  Opinion"  in the  Prospectus  to  which  the  Registration
Statement  relates and to any  reference to our firm in the  Prospectus as legal
counsel who have passed upon the legality of the securities offered thereby.

                                          Very truly yours,
                                          STRADLEY RONON STEVENS & YOUNG, LLP



                                          By: /s/ James C. Stewart
                                              ----------------------------------
                                              James C. Stewart, A Partner