CONSENT OF COUNSEL




         We consent to the use of our opinion, to the incorporation by reference
of such  opinion as an exhibit to the Form S-1 and to the  reference to our firm
under the headings  "The  Conversion  Legal and Tax  Matters" in the  Prospectus
included in this Form S-1. 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.

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

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


Washington, D.C.
April 2, 1998