EXHIBIT 5.1










                           July 26, 1996               312/368-4012

 The Board of Directors
 First Enterprise Financial Group, Inc.
 500 Davis Street - Suite 1005
 Evanston, Illinois  60201

 Dear Sirs:

     We have examined the registration statement on Form S-8 filed with the
 Securities and Exchange Commission on or about July 26, 1996 for
 registration under the Securities Act of 1933, as amended, of 1,015,569
 shares of common stock of First Enterprise Financial Group, Inc. (the
 "Company"), par value $0.01 per share ("Common Stock"), issued pursuant to
 stock options awarded under the Company's 1992 Stock Option Plan and
 1,246,511 shares of Common Stock reserved for issuance by the Company
 pursuant to the Company's 1992 Stock Option Plan, 1995 Nonqualified
 Director Stock Option Plan and 1995 Employee Stock Purchase Plan.  We have
 examined pertinent corporate documents and records of the Company,
 including its Certificate of Incorporation and its By-Laws, and we are
 familiar with the corporate proceedings had and contemplated in connection
 with the issuance of shares by the Company.  We have also made such other
 examinations as we have deemed necessary or appropriate as a basis for the
 opinion hereinafter expressed.

     On the basis of the foregoing, we are of the opinion that the
 1,015,569 shares of common stock of the Company issued pursuant to options
 awarded under the 1992 Stock Option Plan have been duly authorized,
 legally issued, fully paid and non-assessable.  We are also of the opinion
 that the 1,246,511 shares of Common Stock reserved for issuance pursuant
 to the 1992 Stock Option Plan, 1995 Nonqualified Director Stock Option
 Plan and 1995 Employee Stock Purchase Plan have been duly authorized, and,
 when issued and sold upon the terms and conditions set forth in such plans
 and in the options granted and to be granted thereunder, such shares shall
 be legally issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
 registration statement and to the reference to our firm in the
 registration statement under the captions "Legal Matters" and "Interests
 of Named Experts and Counsel."

                               Very truly yours,

                               RUDNICK & WOLFE



                               By: /s/ HAL M. BROWN
                                   Hal M. Brown, a Partner