MALIZIA SPIDI & FISCH, PC
                                ATTORNEYS AT LAW

901 NEW YORK AVENUE, N.W.                             1900 SOUTH ATHERTON STREET
SUITE 210 EAST                                                         SUITE 101
WASHINGTON, D.C.  20001                                 STATE COLLEGE, PA  16801
(202) 434-4660                                                    (814) 272-3502
FACSIMILE: (202) 434-4661                             FACSIMILE:  (814) 272-3514



September 12, 2006

Board of Directors
MSB Financial Corp.
1902 Long Hill Road
Millington, New Jersey 07946

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

Ladies and Gentlemen:

         This opinion is rendered in connection with the Registration  Statement
on Form  S-1  filed  with the  Securities  and  Exchange  Commission  under  the
Securities Act of 1933 relating to the offer and sale of up to 2,529,281  shares
of  common  stock,  par  value  $0.10 per share  (the  "Common  Stock"),  of MSB
Financial  Corp.  (the  "Company").  The Common  Stock is  proposed to be issued
pursuant to the Plan of Minority Stock Issuance (the "Plan").

         As special  counsel to the  Company,  we have  reviewed  the  corporate
proceedings  relating to the offering and the Plan 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 against full payment  therefor
and upon the declaration of the  effectiveness of the Registration  Statement on
Form S-1, 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 Registration  Statement
on Form S-1.

         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