[LETERHEAD OF ELIAS, MATZ, TIERNAN & HERRICK L.L.P.]



   
                                  February 5, 1997
    



Board of Directors
GS Financial Corp.
3798 Veterans Boulevard
Metairie, Louisiana  70002

Gentlemen:

    We have acted as special counsel to GS Financial Corp. (the "Company") in 
connection with the preparation and filing with the Securities and Exchange 
Commission pursuant to the Securities Act of 1933, as amended, of the 
Registration Statement on Form SB-2 (the "Registration Statement"), relating 
to the issuance of up to 3,438,500 shares of the Company's common stock, par 
value $.01 per share (the "Common Stock"), in connection with the conversion 
of Guaranty Savings and Homestead Association, Metairie, Louisiana (the 
"Association"), from a Louisiana-chartered mutual savings and loan 
association to a Louisiana- chartered stock savings and loan association (the 
"Conversion").

    In this regard, we have examined the Articles of Incorporation and Bylaws 
of the Company, resolutions of the Board of Directors, the Plan of Conversion 
and such other documents and matters of fact and law as we deemed appropriate 
for the purposes of rendering this opinion.  The opinion is limited to 
federal laws and regulations and the laws of the State of Louisiana which are 
in effect on the date hereof.

    Based upon the foregoing, we are of the opinion that the Common Stock has 
been duly and validly authorized, and when issued in accordance with the 
terms of the Plan of Conversion of the Association, will be legally issued, 
fully paid and non-assessable.




   
Board of Directors
GS Financial Corp.
February 5, 1997
Page 2
    

    We hereby consent to the filing of this opinion as an exhibit to the 
Company's Registration Statement and to the references to this firm under the 
headings "The Conversion - Tax Aspects" and "Legal and Tax Opinions" in the 
prospectus contained in the Registration Statement.

                                       Very truly yours,

                                       ELIAS, MATZ, TIERNAN & HERRICK L.L.P.



                                       By:  /S/ HUGH T, WILKINSON
                                            --------------------------------
                                            Hugh T. Wilkinson, a Partner