EXHIBIT 5

                                                     April 30, 1998



Board of Directors
LIFE Financial Corporation
10540 Magnolia Avenue
Unit B
Riverside, California 92503



     Re:   LIFE Financial Corporation 1996 Stock Option Plan

Ladies and Gentlemen:

     We have been requested by LIFE Financial Corporation (the "Company") to
issue a legal opinion in connection with the registration under the Securities
Act of 1933 on Form S-8 of 321,600 shares of the Company's Common Stock, $0.01
par value (the "Shares"), to be issued under the LIFE Financial Corporation 1996
Stock Option Plan (the "Plan").

     We have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering this opinion. In our examination, we have
assumed and have not verified (i) the genuineness of all signatures, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
with the originals of all documents supplied to us as copies, and (iv) the
accuracy and completeness of all corporate records and documents and of all
certificates and statements of fact, in each case given or made available to us
by the Company or its subsidiary, Life Bank.

     Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plans have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.

     The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:

     (a) Subsections C.3 and C.6 of Article FOURTH and Section D of Article
EIGHTH, which grant the Board the authority to construe and apply the provisions
of those Articles, subsection C.4 of Article FOURTH, to the extent that
subsection obligates any person to provide to the Board the information such
subsection authorizes the Board to demand, and the provision of Section C.7 of
Article EIGHTH authorizing the Board to determine the Fair Market Value of
property offered or paid for the Company's stock by an Interested Stockholder,
in each case to the extent, if any, that a court applying Delaware law were to
impose equitable limitations upon such authority; and

     (b) Article NINTH of the Certificate of Incorporation, which authorizes the
Board to consider the effect of any offer to acquire the Company on
constituencies other than stockholders in evaluating any such offer.

 
Board of Directors
April 30, 1998
Page 2


     We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of our
name under the heading "Interests of Named Experts and Counsel."


                              Sincerely,



                              PATTON BOGGS, L.L.P.

                              /s/ Mary M. Sjoquist
                              By:  Mary M. Sjoquist