August __, 1998

RFS Bancorp, Inc.
c/o Revere Federal Savings
310 Broadway
Revere, Massachusetts 02151

Ladies and Gentlemen:

     We   have   acted   as   special   counsel   to  RFS   Bancorp,   Inc.,   a
federally-chartered corporation (the "Company"), in connection with the proposed
registration under the Securities Act of 1933, as amended,  by the Company of an
aggregate of 590,496  shares of Common  Stock,  $0.01 par value per share of the
Company (the  "Shares"),  and the related  preparation and filing by the Company
with the Securities and Exchange Commission of a Registration  Statement on Form
SB-2 (the "Registration  Statement") pursuant to the Plan of Reorganization from
Mutual Savings Bank to Mutual Holding  Company and Stock Issuance Plan of Revere
Federal  Savings (the "Plan").  In rendering the opinion set forth below,  we do
not express any opinion  concerning law other than the federal law of the United
States.

     We have examined originals or copies, certified or otherwise identified, of
such documents,  corporate records and other instruments, and have examined such
matters of law,  as we have  deemed  necessary  or  advisable  for  purposes  of
rendering  the opinion set forth below.  As to matters of fact, we have examined
and relied upon the representations of the Company contained in the Registration
Statement and, where we have deemed appropriate, representations or certificates
of officers of the Company or public officials. We have assumed the authenticity
of  all  documents  submitted  to  us  as  originals,  the  genuineness  of  all
signatures,  the legal  capacity of natural  persons and the  conformity  to the
originals of all documents  submitted to us as copies. In making our examination
of any documents,  we have assumed that all parties, other than the Company, had
the  corporate  power and  authority  to enter into and perform all  obligations
thereunder,  and, as to such parties, we have also assumed the due authorization
by all requisite action,  the due execution and delivery of such documents,  and
the validity and binding effect and enforceability thereof.

     Based on the  foregoing,  we are of the  opinion  that the Shares have been
duly   authorized  and,  when  issued  and  exchanged  as  contemplated  in  the
Registration  Statement and the Plan,  will be validly  issued and  outstanding,
fully paid and non-assessable.







RFS Bancorp, Inc.
August __, 1998                                                          Page 2.

     In rendering  the opinion set forth  above,  we have not passed upon and do
not purport to pass upon the application of securities or "blue-sky" laws of any
jurisdiction (except federal securities laws).

     This opinion is given  solely for the benefit of the Company and  investors
who purchase shares of common stock of pursuant to the  Registration  Statement,
and may not be relied upon by any other person or entity, nor quoted in whole or
in part, or otherwise  referred to in any document  without our express  written
consent.

     We consent to the filing of this opinion as an Exhibit to the  Registration
Statement  and to the reference to our name in the  Prospectus  contained in the
Registration Statement under the heading "Legal Matters."

                                          Very truly yours,

                                          THACHER PROFFITT & WOOD

                                          By:
                                             ---------------------------
                                             Richard A. Schaberg