EXHIBIT 5
















                                                           

                                                                       EXHIBIT 5

                 [LETTERHEAD OF SILVER, FREEDMAN & TAFF, L.L.P.]









                                                                   June 18, 1998








 

Midland Capital Holdings Corporation
8929 South Harlem Avenue
Bridgeview, Illinois  60455

Members of the Board of Directors:

       We have  examined  (i)  the  Registration  Statement  on  Form  S-4  (the
"Registration  Statement")  filed by Midland Capital  Holdings  Corporation (the
"Company") with the Securities and Exchange  Commission (the "Commission") under
the Securities Act of 1933, as amended (the  "Securities  Act"),  and the public
offering prospectus (the "Prospectus"),  relating to the issuance by the Company
of up to 363,975  shares of common stock,  par value $.01 per share (the "Common
Stock"),  in  the  manner  set  forth  in the  Registration  Statement  and  the
Prospectus, (ii) the Company's Certificate of Incorporation and Bylaws and (iii)
records of the Company's corporate  proceedings relative to its organization and
to the issuance of the Common Stock.

       We have examined originals, or copies identified to our satisfaction,  of
such corporate  records of the Company and have made such examinations of law as
we have  deemed  relevant.  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 all  certificates  and
statements of fact,  in each case given or made  available to us by the Company.
We have  relied  upon  certificates  and other  written  documents  from  public
officials  and  government  agencies  and  departments  and we have  assumed the
accuracy and authenticity of such certificates and documents.

       Based   upon  the   foregoing,   and  having  a  regard  for  such  legal
considerations as we deem relevant,  we are of the opinion that the Common Stock
will be,  upon  issuance,  against  payment  therefore  as  contemplated  in the
Registration  Statement  and the  Prospectus,  legally  issued,  fully  paid and
non-assessable.





       We consent to the use of this opinion,  to the incorporation by reference
of such opinion as an exhibit to the Registration Statement and to the reference
to  our  firm  and  our  opinion  under  the  heading  "Legal  Matters"  in  the
Registration  Statement  filed by the Company,  and all amendments  thereto.  In
giving this consent,  we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.

                                             Very truly yours,



                                             /s/ Silver, Freedman & Taff, L.L.P.
                                             -----------------------------------
                                                 Silver, Freedman & Taff, L.L.P.



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