EXHIBIT 5





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




                               March 2, 1999





Board of Directors
Gilmer Financial Services, Inc.
18 West Cass Street
Gilmer, Texas  75644

Members of the Board:

      We  have  acted  as  counsel  to  Gilmer  Financial  Services,  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 10,761 shares
of the  Corporation's  Common  Stock,  par value  $0.01 per share  (the  "Common
Stock"),  to be offered pursuant to Gilmer Financial  Services,  Inc. 1995 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 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 the Common  Stock and
interests in the Plan covered by the Registration Statement will, when issued by
the Plan, be legally issued, fully paid and non-assessable.

                                        Very truly yours,


                                    /s/ Silver, Freedman & Taff, L.L.P.       
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                                        SILVER, FREEDMAN & TAFF, L.L.P.