EXHIBIT 5.1

              OPINION OF MALIZIA, SPIDI, SLOANE & FISCH, P.C. AS TO
                THE VALIDITY OF THE COMMON STOCK BEING REGISTERED




March 10, 1999

Board of Directors
Skibo Financial Corp.
242 East Main Street
Carnegie, Pennsylvania 15106-0664

         RE:      Registration Statement on Form S-8:
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                  Skibo Financial Corp. 1998 Stock Option Plan

Board Members:

         We  have  acted  as  special  counsel  to  Skibo  Financial   Corp.,  a
federally-chartered   corporation  (the  "Company"),   in  connection  with  the
preparation  of the  Registration  Statement  on Form S-8 to be  filed  with the
Securities and Exchange  Commission  (the  "Registration  Statement")  under the
Securities Act of 1933, as amended,  relating to 155,246 shares of common stock,
par value $.10 per share (the "Common Stock") of the Company which may be issued
upon the  exercise  of options  granted or which may be granted  under the Skibo
Financial Corp. 1998 Stock Option 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 the exercise of options
granted  under  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.

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