March 30, 1994                                          EXHIBIT 5.1


Metropolitan Financial Corporation
6800 France Avenue South, Suite 600
Minneapolis, Minnesota 55435

RE:  METROPOLITAN FINANCIAL CORPORATION
     REGISTRATION STATEMENT ON FORM S-8

Dear Sir/Madam:

We are acting as counsel to Metropolitan Financial Corporation, a Delaware
corporation (the "Company"), in connection with the registration by the Company
of 2,000,000 shares of the Company's common stock, par value $.01 per share
(the "Shares"), pursuant to the Company's Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission on March 30, 1994, (the
"Registration Statement").

In this connection, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, certificates and
written and oral statements of officers and accountants of the Company and of
public officials, and other documents that we have considered necessary and
appropriate for this opinion and, based thereon, we advise you that, in our
opinion:

     1.   The Company has corporate authority to issue the Shares in the
          manner and under the terms set forth in the Registration Statement.

     2.   The 2,000,000 shares of Common Stock that are being registered for
          sale by the Company under the Registration Statement have been duly
          authorized and, when issued, delivered and paid for in accordance with
          the terms of the 1993 Stock Incentive Plan, will be validly issued,
          fully paid and nonassessable.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to its use as part of the Registration Statement.

Very truly yours,