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                                   Exhibit 5



October 5, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  St. Paul Bancorp, Inc.
     Stock Option Plan
     Registration Statement on Form S-8
     ----------------------------------

Gentlemen and Ladies:

        As Senior Vice President, General Counsel and Corporate Secretary to
St. Paul Bancorp, Inc., a Delaware corporation ("St. Paul Bancorp"), I am
familiar with its corporate affairs and particularly with the corporate
proceedings relating to the establishment of the St. Paul Bancorp, Inc. Stock
Option Plan (the "Plan").

        Based upon the above, I am of the opinion that the shares of common
stock, par value $0.01 per share, of St. Paul Bancorp to be issued pursuant to
the terms of the Plan have been duly authorized and, upon payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
non-assessable.

        I hereby consent to the use of this opinion as Exhibit 5 of the
Registration Statement on Form S-8, which is being filed by St. Paul Bancorp
with the Securities and Exchange Commission to register the common stock to be
offered pursuant to the Plan.

Very truly yours,




Clifford M. Sladnick
Senior Vice President
General Counsel and Corporate Secretary

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