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                         [BROWN & WOOD LLP LETTERHEAD]


                                                        October 28, 1997

First Palm Beach Bancorp, Inc.
450 South Australian Avenue
West Palm Beach, Florida 33402

        Re:  First Palm Beach Bancorp, Inc.
             Registration Statement on Form S-4
             File No. 333-35431


Ladies and Gentlemen:

        We have acted as special New York counsel to First Palm Beach Bancorp,
Inc., a Delaware corporation (the "Company"), in connection with a Registration
Statement on Form S-4 (the "Registration Statement") relating to the proposed
issuance by the Company of up to $35,000,000 aggregate principal amount of the
Company's Series B 10.35% Senior Debentures Due 2002 (the "Exchange Senior
Debentures") registered under the Securities Act of 1933, as amended (the
"Securities Act"), in exchange for a like principal amount of the Company's
outstanding Series A 10.35% Senior Debentures Due 2002 (the "Original Senior
Debentures").  The Exchange Senior Debentures will be issued under an Indenture,
dated as of June 30, 1997 (the "Indenture"), between the Company and The Bank of
New York, as Trustee.

        We have examined such documents and records as we deemed appropriate,
including the following:

                (i)  Copy of the Certificate of Incorporation of the Company, as
        amended, certified as of a recent date by the Secretary of State of the
        State of Delaware;

               (ii)  Copy of the By-Laws of the Company, as amended, certified
        by the Secretary of the Company to be a true and complete copy;

              (iii)  Certificate as of a recent date of the Secretary of State
        of the State of Delaware certifying as to the good standing of the
        Company under the laws of the State of Delaware;

               (iv)  Copies, certified as of a recent date by the Secretary of
        the Company to be true and complete copies, of
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        (a) the resolutions adopted by the Board of Directors of the Company on
        June 17, 1997 and (b) the resolutions of the Pricing Committee of the
        Board of Directors adopted on June 26, 1997 authorizing the filing of
        the Registration Statement and the exchange of the Exchange Senior
        Debentures and the Original Senior Debentures under the circumstances
        referred to above;

                (v)  Executed counterparts of the Indenture; and

               (vi)  Form of the Exchange Senior Debenture.

        In addition, as to questions of fact material to our opinion, we have
relied upon certificates of officers of the Company and public officials.

        In the course of our examination, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents.  In making our
examination of the documents, instruments and agreements referred to in this
opinion, we have assumed that all parties signing the same had the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents,
instruments and agreements and, except in the case of the Company, the validity
and binding effect thereof on such parties.

        Based upon the foregoing, we are of the opinion that:

        (1)  The Exchange Senior Debentures have been duly authorized
by all requisite corporate action of the Company and, when executed and
authenticated in the manner provided for in the Indenture and delivered against
surrender and cancellation of a like aggregate principal amount of Original
Senior Debentures, the Exchange Senior Debentures will constitute valid and
binding obligations of the Company entitled to the benefits of the Indenture
and enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by the receivership, conservatorship and
supervisory powers of regulatory agencies as well as by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable principles (regardless of
whether considered in a proceeding in equity or at law) and the availability of
equitable remedies.

        We are members of the Bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the General Corporation Law of the State of Delaware.
                   


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        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" contained in the Prospectus included therein.


                                                Very truly yours,


                                                /s/ Brown & Wood LLP




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