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                                                  November 24, 1998



TeleBanc Financial Corporation
1111 North Highland Street
Arlington, Virginia 22201

Ladies and Gentlemen:


       We have acted as counsel for TeleBanc Financial Corporation, a Delaware
corporation (the "Company"), in connection with the registration of 649,750
shares (the "Shares") of the Company's common stock, par value $.01 per share
(the "Common Stock"), pursuant to a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), which are
available for issuance pursuant to and in accordance with the TeleBanc Financial
Corporation 1994 Stock Option Plan (the "Stock Option Plan").


       Based upon our examination of the originals or copies of such documents,
corporate records, certificates of officers of the Company and such other
instruments as we have deemed necessary, and upon the laws as presently in
effect, we are of the opinion that the Shares of Common Stock have been duly
authorized for issuance by the Company and, upon issuance and delivery in
accordance with the terms of the Stock Option Plan, will be fully paid and
non-assessable.


       We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Sincerely,
                         
                                   /s/ Shaw, Pittman, Potts & Trowbridge

                                   --------------------------------------

                                   Shaw, Pittman, Potts & Trowbridge