September 3, 1999





Board of Directors
Ambanc Holding Co., Inc.
11 Division Street
Amsterdam, New York 12010-4303

Members of the Board:

        We have acted as counsel to Ambanc Holding Co., 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, as amended (the "Registration  Statement"),  relating to 150,000 shares of
the  Corporation's  common stock, par value $.01 per share (the "Common Stock"),
to be offered  pursuant to the Mohawk  Community Bank 401(k) Savings Plan in RSI
Retirement Trust (the "Plan").

        In this connection,  we have reviewed originals or copies,  certified or
otherwise identified to our satisfaction, of the Plan and related documents, the
Corporation's  Certificate  of  Incorporation  and  Bylaws,  resolutions  of the
Corporation's  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.

     We hereby  consent  to the  inclusion  of this  opinion as Exhibit 5 to the
Registration  Statement.  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 of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities and Exchange Commission thereunder.

                                             Very truly yours,




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