Exhibit 5.1



                                    May 29, 1997



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

      This  opinion is  delivered  to you in  connection  with the  Registration
Statement  (the  "Registration  Statement")  on Form  S-8 of  Liberty  Financial
Companies,  Inc. (the  "Company")  being filed with the  Securities and Exchange
Commission  by the Company  under the  Securities  Act of 1933,  as amended (the
"Act"), for registration under the Act of 174,716 shares of the Company's Common
Stock,  $.01 par value per share (the "Common  Stock"),  in connection  with the
Company's  Amended and Restated 1995 Stock  Incentive  Plan (the  "Plan").  I am
Senior Vice President,  General Counsel and Clerk of the Company, and have acted
as such  General  Counsel  in  rendering  this  opinion to you. I have made such
examination of law and have examined such certificates  (including  certificates
of public  officials and of officers of the Company) as I have deemed  necessary
for purposes of render this opinion.

      Based upon and  subject to the  foregoing,  I am of the  opinion  that the
shares of Common Stock to be issued by the Company  pursuant to the Registration
Statement  under the Plan have been  validly  authorized  for issuance and will,
when issued in  accordance  with the terms of the Plan, as in effect on the date
hereof,  and pursuant to  resolutions  duly adopted  thereunder by the Company's
Compensation  and  Stock  Option  Committee  against  receipt  of the  specified
purchase price therefor, be legally issued, fully paid and non-assessable.

      I  understand  that  this  opinion  is to be used in  connection  with the
Registration Statement.

                                    Very truly yours,



                                    /s/ John A. Benning
                                    John A. Benning
                                    Senior Vice President
                                         and General Counsel
JAB/mr
Enc.