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                                  EXHIBIT 23.1

                               CONSENT OF COUNSEL

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                                    CONSENT


    I hereby consent to the references to me and my opinion in the Form S-3
Registration Statement and the related prospectus filed by CoBancorp Inc.





                                                /s/Francis X. Grady 
                                                ----------------------
                                                Francis X. Grady, Esq.

Dated this 19th day of May, 1994