EXHIBIT 5.1

                    [LETTERHEAD OF THACHER PROFFITT & WOOD]

                                                             _____________, 2001


Charter Financial Corp.
600 Third Avenue
West Point, Georgia, 31833

     Re:  Charter Financial Corp.
          -----------------------

Ladies and Gentlemen:

     We have acted as special counsel to Charter Financial Corp., a federal
corporation (the "Company"), in connection with the proposed registration under
the Securities Act of 1933, as amended, by the Company of an aggregate of
_____________ shares of common stock, $0.01 par value per share, of the Company
(the "Shares"), and the related preparation and filing by the Company with the
Securities and Exchange Commission of a Registration Statement on Form S-1 (the
"Registration Statement") pursuant to the Amended Plan of Reorganization from
Mutual Savings Bank to Mutual Holding Company and Stock Issuance (the "Plan").
In rendering the opinion set forth below, we do not express any opinion
concerning law other than the federal law of the United States.

     We have examined originals or copies, certified or otherwise identified, of
such documents, corporate records and other instruments, and have examined such
matters of law, as we have deemed necessary or advisable for purposes of
rendering the opinion set forth below.  As to matters of fact, we have examined
and relied upon the factual representations of the Company contained in the
Registration Statement and, where we have deemed appropriate, representations or
certificates of officers of the Company or public officials.  We have assumed
the authenticity of all documents submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity to
the originals of all documents submitted to us as copies.  In making our
examination of any documents, we have assumed that all parties, other than the
Company, had the corporate power and authority to enter into and perform all
obligations thereunder, and, as to such parties, we have also assumed the due
authorization by all requisite action, the due execution and delivery of such
documents, and the validity and binding effect and enforceability thereof.


Charter Financial Corp.
_________________, 2001                                                Page 2.

     Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and exchanged as contemplated in the
Registration Statement and the Plan, will be validly issued and outstanding,
fully paid and non-assessable.

     In rendering the opinion set forth above, we have not passed upon and do
not purport to pass upon the application of securities or "blue-sky" laws of any
jurisdiction (except federal securities laws).

     This opinion is given solely for the benefit of the Company and investors
who purchase Shares of common stock of the Company pursuant to the Registration
Statement, and may not be relied upon by any other person or entity, nor quoted
in whole or in part, or otherwise referred to in any document without our
express written consent.

     We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our name in the Prospectus contained in the
Registration Statement under the heading "Legal and Tax Opinions."

                                    Very truly yours,

                                    Thacher Proffitt & Wood


                                    By: /s/ V. Gerard Comizio
                                        ----------------------------------
                                        V. Gerard Comizio