Exhibit 8.1


             Opinion of Serchuk & Zelermyer, LLP regarding tax matters 



                                                            August 3, 1998

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

Ladies and Gentlemen: 

You have requested our opinion regarding material federal income tax 
consequences of the proposed conversion of Cortland Savings Bank (the "Bank") 
from a state chartered mutual savings bank to a state chartered stock savings 
bank (the "Conversion"), the sale of all of the outstanding capital stock of 
the Bank to CNY Financial Corporation, a Delaware corporation (the "Company"), 
and the sale by the Company of up to 8,100,312 shares of its common stock, par 
value of $.01 per share (the "Common Stock") to the Bank's Eligible Account 
Holders, Employee Plans and Supplemental Eligible Account Holders, and to 
certain other parties, pursuant to the Plan of Conversion of Cortland Savings 
Bank adopted by the Board of Trustees of the Bank on March 23, 1998, as amended 
(the "Plan"). These and related transactions are described in the Plan and in 
the prospectus included in the Company's Registration Statement filed on 
Form S-1 with the Securities and Exchange Commission in connection with the 
Conversion (the "Prospectus").  All capitalized terms used but not defined 
in this letter shall have the meanings set forth in the Plan or Prospectus.

     In connection with the opinions expressed below, we have examined and
relied upon originals, or copies certified or otherwise identified to our
satisfaction, of the Plan and the Prospectus and of such corporate records of
the Bank and the Company as we have deemed appropriate. We have also relied,
without independent verification, upon the representations of the Bank and the
Company.  We have assumed that the Bank, the Company and other parties will act
in accordance with the Plan, and that the representations made by the Bank and
the Company are true. In addition, we have made such investigations of law as we
have deemed appropriate to form a basis for the opinions expressed below.

     Based on and subject to the foregoing, it is our opinion that, for federal
income tax purposes, under current law:

     1.   The Conversion in accordance with the Plan will qualify as a
reorganization under Section 368(a)(1)(F) of the Code, and no gain or loss will
be recognized by the Bank in either its mutual form or its stock form, or by the
Company, by reason of the proposed Conversion.



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August 3, 1998
Page 2


     2.   No gain or loss will be recognized by the Bank upon the receipt of
money from the Company for stock of the Bank, and no gain or loss will be
recognized by the Company upon the receipt of money for the Common Stock.

     3.   The assets of the Bank in either its mutual or its stock form will
have the same basis before and after the Conversion.

     4.   The holding period of the assets of the Bank will include the period
during which the assets were held by the Bank in its mutual form prior to the
Conversion.

     5.   No gain or loss will be recognized by the Eligible Account Holders and
Supplemental Eligible Account Holders upon the issuance to them of withdrawable
deposit accounts in the Bank after the Conversion in the same dollar amount as
their savings accounts in the Bank plus an interest in the liquidation account
of the Bank after the Conversion in exchange for their savings accounts in the
Bank prior to the Conversion.

     6.   The receipt by Eligible Account Holders and Supplemental Eligible
Account Holders of nontransferable subscription rights to purchase shares of the
Common Stock under the Plan is taxable to Eligible Account Holders and
Supplemental Eligible Account Holders to the extent the subscription rights have
value.

     7.   The basis of each account holder's savings accounts in the Bank after
the Conversion will be the same as the basis of his or her savings accounts in
the Bank prior to the Conversion, decreased by the fair market value of the
non-transferable subscription rights received and increased by the amount, if
any, of gain recognized on the exchange

     8.   The basis of each account holder's interest in the liquidation account
will be zero.

     9.   The holding period of the Common Stock acquired through the exercise
of subscription rights shall begin on the date on which the subscription rights
are exercised.

     10.  The Bank in its stock form will succeed to and take into account the
earnings and profits or deficit in earnings and profits of the Bank, in its
mutual form, as of the date of Conversion.

     11.  The Bank, immediately after Conversion, will succeed to the bad debt
reserve accounts of the Bank, in its mutual form, and the bad debt reserves will
have the same character in 



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August 3, 1998
Page 3


the hands of the Bank after Conversion as if no distribution or transfer had
occurred.

     12.  The creation of the liquidation account will have no effect on the
Bank's taxable income, deductions, or addition to reserve for bad debts either
in its mutual or stock form.

     13.  For purposes of the New York State banking and franchise tax, imposed
by Article 32 of the New York Tax Law, and for the purposes of the New York
personal income tax under Article 22 which may be applicable to Eligible Account
Holders, Supplemental Eligible Account Holders and other investors who purchase
shares pursuant to the Company's Registration Statement on Form S-1 (the
"Registration Statement") who receive non-transferrable subscription rights or
who purchase stock in the Conversion, the Conversion will be treated the same
for New York State tax purposes as for federal tax purposes under the Internal
Revenue Code, as set forth above.

     Except as set forth above, we express no opinion to any party as to the tax
consequences, whether federal, state, local or foreign, of the Conversion or of
any transaction related thereto or contemplated by the Plan. Without limiting
the generality of the preceding sentence, no opinion is expressed herein
regarding the tax consequences of the donation of Common Stock to the Foundation
as described in the Prospectus. This opinion is given solely for the benefit of
the parties to the Plan and Eligible Account Holders, Supplemental Eligible
Account Holders and other investors who purchase shares pursuant to the
Company's Registration Statement, and may not be relied upon by any other party
or entity or referred to in any document without our express written consent. We
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the Application for Conversion on Form 86-AC of the Bank.

                                             Very truly yours,

                                             /s/ Serchuk & Zelermyer, LLP

                                             Serchuk & Zelermyer, LLP