EXHIBIT 5




                      MALIZIA, SPIDI, SLOANE & FISCH, P.C.
                                ATTORNEYS AT LAW
                               1301 K STREET, N.W.
                                 SUITE 700 EAST
                             WASHINGTON, D.C. 20005
                                 (202) 434-4660
                            FACSIMILE: (202) 434-4661


July 27, 1998

Board of Directors
Nittany Financial Corp.
637 Kennard Road
State College, Pennsylvania 16801

         Re:      Registration Statement Under the Securities Act of 1933
                  -------------------------------------------------------  
Ladies and Gentlemen:

         This opinion is rendered in connection with the Registration  Statement
on Form SB-2  (Commission  File No.  333-57277)  filed with the  Securities  and
Exchange  Commission  under the Securities Act of 1933, as amended,  (the "Act")
relating  to the offer  and sale (the  "Offering")  of up to  615,000  shares of
common  stock,  par value  $.10 per  share  (the  "Common  Stock"),  of  Nittany
Financial Corp.  (the  "Company").  As special  counsel to the Company,  we have
reviewed  such 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  Offering  against  full  payment
therefor,  be validly issued,  fully paid, and  non-assessable  shares of Common
Stock of the Company.

         We assume no  obligation to advise you of changes that may hereafter be
brought to our attention.

         We hereby  consent to the use of this  opinion and to the  reference to
our  firm  appearing  in the  Company's  Prospectus  under  the  heading  "Legal
Matters."  In giving  this  consent,  we do not admit  that we come  within  the
category of persons whose consent is required  under Section 7 of the Act or the
rules and  regulations of the Securities and Exchange  Commission  adopted under
the Act.

                                       Very truly yours,                        
       
                                       /s/Malizia, Spidi, Sloane & Fisch, P.C.
                                       -----------------------------------------
                                       MALIZIA, SPIDI, SLOANE & FISCH, P.C.