Exhibit 5

                   Opinion of Silver, Freedman & Taff, L.L.P.
                       with respect to legality of stock









                               September 14, 1998



Board of Directors
Cohoes Bancorp, Inc.
75 Remsen Street
Cohoes, New York 12047

     Re:  The Offering of up to 12,788,790 Shares of Cohoes Bancorp, Inc. Common
          Stock

Gentlemen:

         You have requested our opinion  concerning  certain matters of Delaware
law in connection with the conversion of Cohoes Savings Bank (the "Bank"), a New
York chartered savings bank, from the mutual form of ownership to the stock form
of  ownership  (the  "Conversion"),   and  the  related  subscription  offering,
community offering and syndicated community offering (the "Offerings") by Cohoes
Bancorp,  Inc., a Delaware  corporation  (the  "Company"),  of up to  12,788,790
shares of its common stock, par value $.01 per share, ("Common Stock").

         In connection  with your request for our opinion,  you have provided to
us and we have reviewed the Company's  certificate of  incorporation  filed with
the  Delaware  Secretary  of State on September  14, 1998 (the  "Certificate  of
Incorporation");  the Company's Bylaws; the Company's  Registration Statement on
Form S-1, as filed with the  Securities  and  Exchange  Commission  initially on
September 16, 1998 (the "Registration  Statement");  resolutions of the Board of
Directors  of the Company  (the  "Board")  concerning  the  organization  of the
Company,  the Offerings and designation of a Pricing Committee of the Board, and
the form of stock  certificate  approved  by the  Board to  represent  shares of
Common  Stock.  We have  also  been  furnished  a  certificate  of the  Delaware
Secretary  of  State  certifying  the  Company's  good  standing  as a  Delaware
corporation.  Capitalized  terms  used but not  defined  herein  shall  have the
meaning given them in the Certificate of Incorporation.







Board of Directors
September 14, 1998
Page 2
         We  understand  that the Company  will loan to the trust for the Bank's
Employee  Stock  Ownership Plan (the "ESOP") the funds which the ESOP Trust will
use to  purchase  shares of Common  Stock  for which the ESOP  Trust  subscribes
pursuant to the Offerings and for purposes of rendering the opinion set forth in
paragraph 2 below, we assume that:

         (a) the  Board  has duly  authorized  the loan to the ESOP  Trust  (the
         "Loan");  (b) the ESOP serves a valid corporate  purpose;  (c) the Loan
         will be made at an  interest  rate and on other  terms that are fair to
         the  Company;  (d) the terms of the Loan will be set forth in customary
         and appropriate documents including,  without limitation,  a promissory
         note  representing the indebtedness of the ESOP Trust to the Company as
         a result of the Loan; and (e) the closing for the Loan and for the sale
         of Common  Stock to the ESOP Trust will be held after the  closing  for
         the sale of the other shares of Common Stock sold in the  Offerings and
         the receipt by the Company of the proceeds thereof.

         Based upon and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:

     1.   The Company has been duly  organized  and is validly  existing in good
          standing as a corporation under the laws of the State of Delaware.

     2.   Upon the due adoption by the Pricing  Committee of a resolution fixing
          the number of shares of Common stock to be sold in the Offerings,  the
          Common Stock to be issued in the Offerings (including the shares to be
          issued to the ESOP Trust and the shares to be granted to a  charitable
          foundation to be  established  by the Company in  connection  with the
          Conversion) will be duly authorized and, when such shares are sold and
          paid for in accordance  with the terms set forth in the Prospectus and
          such   resolution   of  the  Pricing   Committee,   and   certificates
          representing  such  shares  in the  form  provided  to us are duly and
          properly issued, will be validly issued, fully paid and nonassessable.

         This opinion is furnished solely for your benefit and may not be relied
upon by any other person. We consent to the filing of this opinion as an exhibit
to the  Registration  Statement  on Form  S-1,  Notice  of the  Application  for
Conversion,  and the Form  86-AC and to the use of the name of our firm where it
appears in the Registration Statement, Notice of the Application for Conversion,
Form 86-AC and in the Prospectus.


                                          Very truly yours,

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

                                          SILVER  FREEDMAN AND TAFF, L.L.P.