May 20, 1996




Board of Directors
Damen Financial Corporation
200 West Higgins Road
Schaumburg, Illinois  60195

Members of the Board:

   We have acted as counsel to Damen Financial Corporation (the
"Corporation") in connection with the preparation and filing with
the Securities and Exchange Commission of a registration
statement on Form S-8 under the Securities Act of 1933 (the
"Registration Statement") relating to 396,750 shares of the
Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), to be offered pursuant to the 1996 Stock Option and
Incentive Plan of the Corporation (the "Plan").

   In this connection, we have reviewed originals or copies,
certified or otherwise identified to our satisfaction, of the
Plan and agreements thereto, the Corporation's Certificate of
Incorporation, Bylaws, resolutions of its Board of Directors
and such other documents and corporate records as we deem
appropriate for the purpose of rendering this opinion.

   Based upon the foregoing, it is our opinion that:

1. The shares of Common Stock being so registered have been
   duly authorized.

2. The shares of Common Stock to be offered by the Corporation
   will be, when and if issued, sold and paid for as contemplated
   by the Plan, legally issued, fully paid and non-assessable
   shares of Common Stock of the Corporation.

                             Very truly yours,


                             /S/SILVER, FREEDMAN & TAFF, L.L.P.

                             SILVER, FREEDMAN & TAFF, L.L.P.