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                                    EXHIBIT 5
                    OPINION OF MULDOON MURPHY & FAUCETTE LLP



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                                December 28, 2001




Board of Directors
Lawrence Financial Holdings, Inc.
311 South Fifth Street
Ironton, Ohio 45638

      Re:     Lawrence Financial Holdings, Inc. 2001 Stock-Based Incentive Plan
              Registration Statement on Form S-8 for Offer and Sale of 108,615
              Shares of Common Stock

Ladies and Gentlemen:

      We have been requested by Lawrence Financial Holdings, Inc., a Maryland
corporation (the "Company"), to issue a legal opinion in connection with the
registration (the "Registration") of 108,615 shares of the Company's Common
Stock, $.01 par value (the "Shares"), on Form S-8 under the Securities Act of
1933. The Registration covers 77,582 Shares that may be issued upon the exercise
of stock options and 31,033 Shares that may be distributed as restricted stock
awards under the Lawrence Financial Holdings, Inc. 2001 Stock-Based Incentive
Plan (the "Plan").

      We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company or its subsidiary, Lawrence Federal Savings Bank.

      Based on the foregoing and limited in all respects to Maryland law, it is
our opinion that the Shares reserved for issuance under the Plan, upon payment
for and issuance of the Shares in the manner described in the Plan, will be
legally issued, fully paid and nonassessable.




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Board of Directors
December 28, 2001
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      The following provisions of the Articles of Incorporation may not be given
effect by a court applying Maryland law, but in our opinion the failure to give
effect to such provisions will not affect the duly authorized, validly issued,
fully paid and nonassessable status of the Common Stock:

      (a)         Section C of Article FIFTH which grants the Board the
                  authority to construe and apply the provisions of that
                  Article, to the extent that subsection obligates any person
                  to provide the Board the information such subsection
                  authorizes the Board to demand, in each case to the extent,
                  if any, that a court applying Maryland law were to impose
                  equitable limitations upon such authority; and

      (b)         Article EIGHTH which authorizes the Board to consider the
                  effect of any offer to acquire the Company on constituencies
                  other than stockholders in evaluating any such offer.

      This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned Registration Statement on Form S-8 in which this opinion is
contained) or any other person or entity without the prior written consent of
this firm.

      We note that, although certain portions of the registration statement on
Form S-8 (the financial statements and schedule) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including without limitation the financial
statements or schedules or the other financial information or data included
therein by means of incorporation by reference.

      We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of the
name of our firm under the heading "Interests of Named Experts and Counsel."

                                              Very truly yours,

                                              /s/ MULDOON MURPHY & FAUCETTE LLP
                                              MULDOON MURPHY & FAUCETTE LLP