[Letterhead of York, Neel & Co.-Hopkinsville, LLP]


    
October 3, 1997     



Mr. Bruce Thomas, President
Hopkinsville Federal Savings Bank
2700 Fort Campbell Boulevard
Hopkinsville, KY  42240

Dear Mr. Thomas:

You have requested our opinion as to the Commonwealth of Kentucky income tax
consequences to be accorded a transaction whereby Hopkinsville Federal Savings
Bank (the "Bank"), a federally chartered mutual savings bank, will convert to a
federally chartered stock savings bank (the "Stock Bank"), and concurrently be
acquired by HopFed Bancorp, Inc. (the "Holding Company").

You have previously received a favorable opinion of legal counsel stating that
the proposed transaction would result in no adverse federal income tax
consequences to the Bank, Stock Bank, Holding Company, or the eligible account
holders and other preference categories of the Bank or the shareholders of the
Holding Company under the Internal Revenue Code of 1986, as amended ("Code").

The federal tax opinion provides that based upon the facts of the proposed
transaction, the conversion of the Bank from a federally chartered mutual
savings bank to a federally chartered stock savings bank will constitute a
reorganization as that term is defined in Section 368(a)(1)(F) of the Code.
Furthermore, the opinion states that the Stock Bank, Holding Company, and the
shareholders of the Holding Company will recognize no gain or loss as a result
of the acquisition of 100% of Stock Bank's stock by Holding Company.

The statement of facts and representations and declarations of the management of
the Holding Company and the Bank included in the federal tax opinion are
incorporated herein by reference.  No party to the proposed transaction has any
net operating loss or credit carryovers.

 
Mr. Bruce Thomas
Hopkinsville Federal Savings Bank
    
October 3, 1997      
Page 2


The Commonwealth of Kentucky will, for income tax purposes, accord the
transaction the identical treatment which it receives for federal income tax
purposes.  Based on the facts attendant to the proposed transaction, it is our
opinion that under the laws and administrative provisions of the Commonwealth of
Kentucky, including Kentucky Revised Statutes ("KRS") 141.010(3), KRS
141.050(1), and Rev. Pol. 41P260, no adverse Kentucky income tax consequences
will be incurred by the Bank, Stock Bank, Holding Company, the eligible account
holders or the shareholders of the Holding Company as a result of the
consummation of the proposed transaction.

No opinion is expressed with respect to any matter other than the Commonwealth
of Kentucky income tax consequences, including but not limited to any franchise
or capital stock taxes which might result from the consummation of the proposed
transaction.

We hereby consent to the filing of this opinion with the Securities and Exchange
Commission and the OTS as exhibits to the Registration Statement and Form AC,
respectively, and the references to our firm in the Prospectus, which is a part
of both the Registration Statement and Form AC, under the headings "The
Conversion -- Effect of Conversion to Stock Form on Depositors and Borrowers of
the Bank -- Tax Effects" and "Tax Opinions".

Sincerely,
    
/s/ York, Neel & Co.-Hopkinsville, LLP      

York, Neel & Co.-Hopkinsville, LLP