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 25,000 shares of the Company's Common
Stock, $.01 par value per share (the "Common Stock"), in connection with the
Company's Savings and Investment 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, 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
JAB/mr
Enc