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                 [letterhead of Armstrong Teasdale LLP]



                     _________________________, 2000



Board of Directors
Enterbank Holdings, Inc.
150 N. Meramec Avenue
Clayton, MO 63105

      Re:   Agreement and Plan of Merger Between Enterbank Holdings, Inc. and
            Commercial Guaranty Bancshares, Inc.

Ladies and Gentlemen:

      We have acted as counsel to Enterbank Holdings, Inc., a Delaware
corporation ("Enterbank") in connection with the proposed merger of Enterbank
Acquisition Corp. I ("ECQ"), a wholly-owned subsidiary of Enterbank, with
and into Commercial Guaranty Bancshares, Inc., a Kansas corporation ("CGB"),
all pursuant to the terms of the Agreement and Plan of Merger dated as of
January 5, 2000 ("Agreement") between Enterbank and CGB. This opinion is
being rendered pursuant to Section 6.2(d) of the Agreement. In connection with
this opinion, we have examined and are familiar with the Agreement and such
other documents as we have deemed necessary or appropriate in order to
enable us to render the opinions expressed below. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of all
natural persons, and authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies and the authenticity of
the originals of such copies. In rendering the opinions set forth below, we
have relied upon certain representations and covenants contained in
certificates of officers of Enterbank and CGB.

      In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended ("Code"), Treasury
Regulations, pertinent judicial authorities, interpretive rulings of the
Internal Revenue Service and such other authorities as we have considered
relevant.

      Based upon and subject to the foregoing, we are of the opinion that
(i) the merger of ECQ with and into CGB will, under current law, be treated
as a reorganization under Section 368(a) of the Code and (ii) Enterbank and
CGB will each be a party to the reorganization within the meaning of
Section 368(b) of the Code.


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Board of Directors
Enterbank Holdings, Inc.
__________________, 2000
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      Except as set forth above, we express no opinion as to the tax
consequences to any party, whether federal, state, local or foreign, of
the merger or of any transactions related to the merger or contemplated
by the Agreement. This opinion is being furnished to Enterbank in connection
with the merger and solely for the benefit of Enterbank in connection
therewith and may not be used or relied upon for any other purpose and
may not be circulated, quoted or otherwise referred to for any other purpose
without our express written consent.


                                       Very truly yours,


                                       ARMSTRONG TEASDALE LLP