Exhibit 5.1

                                 August 12, 1998

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

         This opinion is delivered to you in connection with the Registration
Statement (the "Registration Statement") on Form S-8 of Liberty Financial
Companies, Inc. (the "Company") being filed with the Securities and Exchange
Commission by the Company under the Securities Act of 1933, as amended (the
"Act"), for registration under the Act of 666,710 shares of the Company's Common
Stock, $.01 par value per share (the "Common Stock"), in connection with the
Company's Amended and Restated 1995 Stock Incentive Plan (the "Plan"). I am
Senior Vice President, General Counsel and Clerk of the Company, and have acted
as such General Counsel in rendering this opinion to you. I have made such
examination of law and have examined such certificates (including certificates
of public officials and of officers of the Company) as I have deemed necessary
for purposes of rendering this opinion.

         Based upon and subject to the foregoing, I am of the opinion that the
shares of Common Stock to be issued by the Company pursuant to the Registration
Statement under the Plan have been validly authorized for issuance and will,
when issued in accordance with the terms of the Plan, as in effect on the date
hereof, and pursuant to resolutions duly adopted thereunder by the Company's
Compensation and Stock Option Committee against receipt of the specified
purchase price therefor, be legally issued, fully paid and non-assessable.

         I understand that this opinion is to be used in connection with the
Registration Statement.

                                              Very truly yours,


                                              /s/ John A. Benning
                                              -----------------------------
                                              John A. Benning
                                              Senior Vice President
                                                 and General Counsel