Exhibit 5.1


     Form of Opinion of Serchuk & Zelermyer, LLP regarding legality of stock to
be issued 



                                             _________________, 1998

CNY Financial Corporation
1 North Main Street
Cortland, New York 13045

Ladies and Gentlemen:

     We have acted as counsel to CNY Financial Corporation, a Delaware
corporation (the "Corporation"), in connection with the registration under the
Securities Act of 1933, as amended, by the Corporation of an aggregate of up to
8,262,318 shares of Common Stock, par value $.01 per share (the "Shares"), of
the Corporation, and the related preparation and filing by the Corporation with
the Securities and Exchange Commission of a Registration Statement on Form S-1
(the "Registration Statement"). In rendering the opinions set forth below, we do
not express any opinion concerning law other than the federal law of the United
States and the corporate law of the State of Delaware. 

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, 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 opinions set forth below. As to matters of fact,
we have examined and relied upon the representations of the Corporation
contained in the Registration Statement and, where we have deemed appropriate,
representations or certificates of officers of the Corporation 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 Corporation, 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 to be issued
and sold by the Corporation have been duly authorized and, when issued and sold
as contemplated in the Registration Statement and the Plan of Conversion of
Cortland Savings Bank (the "Bank"), will be validly issued and outstanding,
fully paid and non-assessable, provided, however, that as to Common Stock
donated to the Foundation, the par value thereof must be paid to the
Corporation. 

     In rendering the opinions 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 Corporation and
investors who purchase Shares 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 Corporation's
Registration Statement and to the Bank's Application for Conversion on Form
86-AC (the "Form 86-AC") and to the reference to our firm under the headings
"The Conversion-Effects of Conversion on Depositors and Borrowers-Tax Effects"
and "Legal and Tax Opinions" in the prospectus which is part of such
Registration Statement and to the reference to our firm in the Form 86-AC.

                                             Very truly yours, 



                                             Serchuk & Zelermyer, LLP