July 31, 1996



Board of Directors
Classic Bancshares, Inc.
344 Seventeenth Street
Ashland, KY  41101-7628

Members of the Board:

   We have acted as counsel to Classic Bancshares, Inc. (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 132,500 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.