[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.]




November 5, 1997                                  (202) 274-2000

Board of Directors
CBES Bancorp, Inc.
1001 North Jesse James Road
Excelsior Springs, Missouri 64024

          Re:  CBES Bancorp, Inc.
               Registration Statement on Form S-8

Ladies and Gentlemen:

     You have requested the opinion of this firm as to certain
matters in connection with the offer and sale of CBES Bancorp,
Inc. (the "Company") common stock, par value $.01 per share (the
"Common Stock"), pursuant to the CBES Bancorp, Inc. 1997 Stock
Option and Incentive Plan and the CBES Bancorp, Inc. Recognition
and Retention Plan (the "Plans").  We have reviewed the Company's
Certificate of Incorporation, Registration Statement on Form S-8
(the "Form S-8"), as well as applicable statutes and regulations
governing the Company and the offer and sale of the Common Stock.

     Based on the foregoing, we are of the following opinion:

     Upon the effectiveness of the Form S-8, the Common Stock,
     when sold in connection with the exercise of options granted
     pursuant to the Plans, will be legally issued, fully paid
     and non-assessable.

     This opinion has been prepared solely for the use of the
Company in connection with the preparation and filing of the Form
S-8, and should not be used for any other purpose or relied upon
by any other person without the prior written consent of this
firm.  We hereby consent to the use of this opinion in the Form
S-8.

                         Very truly yours,


                         /s/ Luse Lehman Gorman Pomerenk & Schick
                         LUSE LEHMAN GORMAN POMERENK & SCHICK
                         A Professional Corporation