EXHIBIT 5.1

             Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
               the validity of the Common Stock being registered





                      MALIZIA, SPIDI, SLOANE & FISCH, P.C.
                                Attorneys at Law
                               One Franklin Square
                               1301 K Street, N.W.
                                 Suite 700 East
                             Washington, D.C. 20005
                            Telephone: (202) 434-4660
                           Telecopier: (202) 434-4661



Board of Directors
Virginia Beach Federal Financial Corporation
Pavilion Center Office
2101 Parks Avenue
Virginia Beach, Virginia  23451

      RE:  Virginia Beach Federal Financial Corporation
             Registration Statement on Form S-3

Board Members:

      We have  acted as special  counsel to  Virginia  Beach  Federal  Financial
Corporation,   a  Commonwealth  of  Virginia  corporation  (the  "Company"),  in
connection with the preparation of the Registration  Statement on Form S-3 filed
with the Securities and Exchange Commission (the "Registration Statement") under
the  Securities  Act of 1933,  as amended,  relating to 50,000  shares of common
stock, par value $.01 per share (the "Common Stock") of the Company which are to
be issued pursuant to the Company's Dividend  Reinvestment Plan (the "Plan"), as
more fully  described in the  Registration  Statement.  You have  requested  the
opinion  of this firm with  respect  to certain  legal  aspects of the  proposed
offering.

      We have  examined  such  documents,  records and matters of law as we have
deemed  necessary for purposes of this opinion and based thereon,  we are of the
opinion that the Common Stock when issued pursuant to and in accordance with the
terms of the Plan will be duly and validly issued, fully paid and nonassessable.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement on Form S-3 and to references to our firm included under
the caption  "Validity of Common Stock" in the  Prospectus  which is part of the
Registration Statement.

                                     Sincerely,


                                     /s/Malizia, Spidi, Sloane & Fisch, P.C.
                                     Malizia, Spidi, Sloane & Fisch, P.C.

Washington, D.C.
February 26, 1997