Exhibit 5



                                [SFT Letterhead]






                                February 4, 1999





Board of Directors
MSB Financial, Inc.
107 North Park Street
Marshall, Michigan 49068

Gentlemen:

     We have acted as counsel to MSB  Financial,  Inc.,  a Maryland  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 67,848
shares of the Corporation's  Common Stock, par value $.01 per share (the "Common
Stock"),  to be offered pursuant to MSB Financial,  Inc.'s 1997 Stock Option and
Incentive Plan (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 Articles of Incorporation, Bylaws, resolutions of its Board of
Directors and such other documents and corporate  records as we deem appropriate
for the purpose of giving this opinion.

     Based upon the  foregoing,  it is our opinion that the Common Stock covered
by the Registration  Statement will be, when and if issued, sold and paid for as
contemplated  by the Plan,  legally issued and  non-assessable  shares of Common
Stock of the Corporation.

                                    Very truly yours,

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