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                                                                       EXHIBIT 5


                                [SFT LETTERHEAD]



                                April 28, 1997



D&N Capital Corporation
400 Quincy Street
Hancock, Michigan 49930

    Re: D&N Capital Corporation - Public Offering of [1,210,000] Shares
        of its [   ]% Noncumulative Exchangeable Preferred Stock, Series A
        (Liquidation Preference $25.00 per share)

Ladies and Gentlemen:

     We are acting as special counsel for D&N Capital Corporation, a Delaware
corporation (the "Company"), in connection with the proposed public offering of
an aggregate of [1,210,000] shares (including 110,000 shares subject to the
Underwriters' over-allotment option) of the [    ]% Noncumulative Exchangeable
Preferred Stock, Series A (Liquidation Preference $25.00 per share) of the
Company (the "Shares"). In connection with the proposed offering, the Company
has filed Registration Statement No. 333-[_____] on Form S-11 (the
"Registration Statement"), with the Securities and Exchange Commission for the
purpose of registering the Shares under the Securities Act of 1933, as amended.

     As special counsel to the Company, we are familiar with the corporate
proceedings taken by the Company in connection with the authorization and sale
of the Shares and with the provisions of the proposed Underwriting Agreement
between the Company and Roney & Co., as Lead Underwriter, in accordance with
which the sales of the Shares are to be made, in the form filed as an exhibit
to the Registration Statement (the "Underwriting Agreement").

     We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, agreements and other instruments,
certificates of public officials, certificates of officers and representatives
of the Company and other documents as we have deemed it necessary to require as
a basis for the opinions hereinafter expressed. In such examination we have
assumed (i) the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity with the originals of
all documents submitted to us as copies and the authenticity of the originals
of such latter documents and (ii) the filing with the Office of the Secretary
of State of the State of Delaware, prior to the issuance of the Shares, of the
Amended and Restated Certificate of Incorporation of the Company and the
Certificate of Designation establishing the Shares, each in the form filed as
an exhibit to the Registration Statement. As to various questions of fact
material to such opinions we have, when

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D&N Capital Corporation
April 28, 1997
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relevant facts were not independently established, relied upon certifications
by officers of the Company and other appropriate persons and statements
contained in the Registration Statement.

     Based upon the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the Shares have been duly
authorized and, when certificates representing the Shares shall have been
executed by proper officers of the Company, authenticated by the transfer agent
and registrar for the Shares, delivered to persons entitled thereto pursuant to
the Underwriting Agreement in accordance with the terms thereof and paid for at
the price specified therein, the Shares will have been legally and validly
issued, fully paid and nonassessable.

     We hereby consent to the use of our name under the heading "Certain Legal
Matters" in the Prospectus constituting a part of the Registration Statement
and to the filing of this opinion as Exhibit 5 to the Registration Statement.

                                 Very truly yours,


                                 SILVER, FREEDMAN & TAFF, L.L.P.