MALIZIA SPIDI & FISCH, PC
                                ATTORNEYS AT LAW

1100 New York Avenue, N.W.                            1900 South Atherton Street
Suite 340 West                                        Suite 101
Washington, D.C.  20005                               State College, PA  16801
(202) 434-4660                                        (814) 272-3502
Facsimile: (202) 434-4661                             Facsimile:  (814) 272-3514


March 11, 2004

Board of Directors
SE Financial Corp.
1901-03 East Passyunk Avenue
Philadelphia, PA  19148-2220

         Re:      Registration Statement Under the Securities Act of 1933
                  -------------------------------------------------------

Gentlemen:

         This opinion is rendered in connection with the Registration  Statement
on Form SB-2 (the "Form SB-2") filed with the Securities and Exchange Commission
under  the  Securities  Act of 1933  relating  to the  offer  and  sale of up to
2,578,875  shares  of common  stock,  par value  $0.10  per share  (the  "Common
Stock"), of SE Financial Corp. (the "Company").  The Common Stock is proposed to
be issued pursuant to the Plan of Conversion of the Company.

         As special  counsel to the  Company,  we have  reviewed  the  corporate
proceedings  relating to the Plan of Conversion  and such other legal matters as
we have deemed appropriate for the purpose of rendering this opinion.

         Based on the foregoing, we are of the opinion that the shares of Common
Stock of the Company covered by the aforesaid  Registration Statement will, when
issued in  accordance  with the  terms of the Plan of  Conversion  against  full
payment therefor and upon the declaration of the effectiveness of the Form SB-2,
be legally issued, fully paid, and non-assessable  shares of Common Stock of the
Company.

         We assume no  obligation  to advise you of any event that may hereafter
be brought to our attention  that may affect any statement made in the foregoing
paragraph after the declaration of effectiveness of the Form SB-2.

         We hereby  consent to the use of this  opinion and to the  reference to
our  firm  appearing  in  the  Company's  Prospectus.  We  also  consent  to any
references to our legal opinion in the Prospectus.

                                             Very truly yours,


                                             /s/MALIZIA SPIDI & FISCH, PC
                                             -----------------------------------
                                             MALIZIA SPIDI & FISCH, PC