Exhibit 5.1


                      MALIZIA, SPIDI, SLOANE & FISCH, P.C.
                               One Franklin Square
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005

                            Telephone: (202) 434-4665
                           Telecopier: (202) 434-4661


June 20, 1996

Board of Directors
AFSALA Bancorp, Inc.
161 Church Street
Amsterdam, New York  12010

      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 to be filed  with the  Securities  and  Exchange  Commission  under the
Securities Act of 1933 relating to the offer and sale of up to 1,454,750  shares
of common  stock,  par value  $0.10 per share (the  "Common  Stock"),  of AFSALA
Bancorp, Inc. (the "Company"), including shares to be issued to certain employee
benefit plans of the Company and its subsidiary. The Common Stock is proposed to
be issued pursuant to the Plan of Conversion  (the "Plan") of Amsterdam  Federal
Savings  and  Loan  Association  (the  "Association")  in  connection  with  the
Association's  conversion  from a mutual  savings and loan  association  form of
organization  to a stock savings bank form of  organization  and  reorganization
into a  wholly-owned  subsidiary of the Company (the  "Conversion").  As special
counsel to the  Association  and the Company,  we have  reviewed  the  corporate
proceedings relating to the Plan and the 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 against full payment  therefor,
be validly issued, fully paid, and non-assessable  shares of Common Stock of the
Company.

      This opinion is given as of the date hereof and we assume no obligation to
advise you of changes that may hereafter be brought to our attention.





Board of Directors
June 20, 1995
Page Two

      We hereby  consent to the use of this opinion and to the  reference to our
firm appearing in the Company's  Prospectus under the headings "The Conversion -
Effects of Conversion  to Stock Form on  Depositors  and Borrowers of the Bank -
Tax Effects" and "Legal and Tax  Matters." We also consent to any  references to
our  legal  opinion  referred  to  under  the  aforementioned  headings  in  the
Prospectus.

                                    Very truly yours,



                                    /s/Malizia, Spidi, Sloane & Fisch, P.C.
                                    MALIZIA, SPIDI, SLOANE & FISCH, P.C.