Exhibit 5







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



                                                                       Exhibit 5


                  [SILVER, FREEDMAN & TAFF, L.L.P. LETTERHEAD]






                                October 28, 1998

The Board of Directors
Cohoes Bancorp, Inc.
75 Remsen Street
Cohoes, NY 12042

         Re:      Registration Statement
                  Under the Securities Act of 1933
                  --------------------------------


Gentlemen:

         This opinion is rendered in connection with the Registration  Statement
to be filed on Form S-1 with the  Securities and Exchange  Commission  under the
Securities  Act of 1933  relating to the  12,788,790  shares of Common  Stock of
Cohoes Bancorp, Inc. (the "Company"), par value $.01 per share, to be issued. As
counsel,  we have reviewed the Certificate of  Incorporation  of the Company and
such other  documents  as we have  deemed  appropriate  for the  purpose of this
opinion. We are rendering this opinion as of the time the Registration Statement
referred to above becomes effective.

         Based on the foregoing, we are of the opinion that the shares of Common
Stock of the Company covered by the aforesaid  Registration Statement will, when
sold, be validly issued, fully paid and non-assessable shares of Common Stock of
the Company.


                                           Very truly yours,




                                           /s/ Silver, Freedman & Taff, L.L.P.
                                           -----------------------------------
                                               SILVER FREEDMAN & TAFF, L.L.P.