December 30, 1999




Board of Directors
Cumberland Mountain Bancshares, Inc.
1431 Cumberland Avenue
Middlesboro, Kentucky 40965

      Re:  Registration Statement on Form S-8
           -----------------------------------------------------
           Management Recognition Plan and 1998 Stock Option
           and Incentive Plan

Ladies and Gentlemen:

      We have acted as special counsel to Cumberland Mountain
Bancshares, Inc., a Tennessee Corporation (the "Company"), in
connection with the preparation of the Registration Statement on
Form S-8 filed with the Securities and Exchange Commission (the
"Registration Statement") under the Securities Act of 1933, as
amended, relating to 61,562 shares of common stock, par value
$.01 per share (the "Common Stock") of the Company which may be
issued pursuant to the Cumberland Mountain Bancshares, Inc.
Management Recognition Plan and the Cumberland Mountain
Bancshares, Inc. 1998 Stock Option and Incentive Plan (together,
the "Plans"), all as more fully described in the Registration
Statement.  You have requested the opinion of this firm with
respect to certain legal aspects of the proposed offering.

      We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that the Common Stock when
issued pursuant to and in accordance with the terms of the Plans
will be legally issued, fully paid, and nonassessable.

      We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 and to
references to our firm included under the caption "Legal
Opinion" in the Prospectus which is part of the Registration
Statement.

                             Very truly yours,

                             Housley Kantarian & Bronstein, P.C.


                             By: /s/ Joan S. Guilfoyle
                                 Joan S. Guilfoyle