EXHIBIT 5
 
                                    Law Offices
                       ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
                                     12th Floor
                               734 15th Street, N.W.
                               Washington, D.C. 20005
                              Telephone (202) 347-0300


                                  December 23, 1997
 
Board of Directors
Progress Financial Corporation
Four Sentry Parkway
Suite 230
Blue Bell, Pennsylvania 19422-0764
 
Re: Registration Statement on Form S-3
     53,097 Shares of Common Stock
 
Ladies and Gentlemen:
 
    We have acted as special counsel to Progress Financial Corporation (the
"Company") in connection with the preparation and filing with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-3 (the
"Registration Statement") which registers 53,097 shares of the Company's common
stock, $1.00 par value per share (the "Shares"), for resale by certain
stockholders of the Company who acquired the Shares pursuant to an exemption
from the registration requirements contained in Section 5 of the Securities Act
in connection with the Company's acquisition of (i) the minority interest in
Progress Realty Advisors, L.P. ("PRA") pursuant to a Purchase and Sale
Agreement, dated as of October 15, 1997, by and among the Company, JAG Financial
Services, L.P. and Progress Realty Advisors, Inc. and (ii) substantially all of
the assets of Atlantic Mortgage & Investment Co. ("Atlantic") pursuant to an
Asset Purchase Agreement, dated as of December 22, 1997, by and among Progress
Realty Advisors, Inc., Atlantic, Thomas J. Mueller, R. Bradford Partrea and
Russell G. Hanson, Jr. As such counsel, we have made such legal and factual
examinations and inquiries as we deemed advisable for the purpose of rendering
this opinion.
 
    Based upon the foregoing, it is our opinion that the Shares have been
legally issued and are fully paid and nonassessable.
 
    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus constituting a part thereof.
 
                                      ELIAS, MATZ, TIERNAN & HERRICK L.L.P.

 
                                      BY: /S/ Jeffrey D. Haas
                                          --------------------
                                          Jeffrey D. Haas, a Partner