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                                                                       EXHIBIT 5







April 15, 1998


Board of Directors
D&N Financial Corporation
D&N Capital Corporation
400 Quincy Street
Hancock, Michigan  49930

Members of the Board:

        We have acted as counsel to D&N Financial Corporation (the "Company")
and D&N Capital Corporation ("Capital") in connection with the preparation and
filing with the Securities and Exchange Commission of a registration statement
on Form S-8 under the Securities Act of 1933 (the "Registration Statement")
relating to 160,000 shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), and 20,000 shares of Capital's Preferred Stock, par
value $25 per share ("Capital Preferred Stock"), to be offered pursuant to the
D&N Bank 401(k) Plan & Trust (the "Plan"), and related interests in the Plan.

        In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's and Capital's
Certificates of Incorporation, Bylaws, resolutions of Board of Directors and
such other documents and corporate records as we deem appropriate for the
purpose of rendering this opinion.

        Based upon the foregoing, it is our opinion that the shares of Common
Stock and Capital Preferred Stock to be offered by the Company and Capital will
be, when and if issued, sold and paid for as contemplated by the Plan, legally
issued, fully paid and non-assessable shares of Common Stock of the Company and
Preferred Stock of Capital, respectively.

        We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                             Very truly yours,

                                             /s/ Silver, Freedman & Taff, L.L.P.

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