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


                                May 23, 2001



Board of Directors
Progress Financial Corporation
4 Sentry Parkway, Suite 200
Blue Bell, Pennsylvania 19422

    Re: Registration Statement on Form S-8
        430,000 Shares of Common Stock

Gentlemen:

        We are special counsel to Progress Financial
Corporation, a Delaware corporation (the "Corporation"), in
connection with the preparation and filing with the Securities
and Exchange Commission pursuant to the Securities Act of 1933,
as amended, of a Registration Statement on Form S-8 (the
"Registration Statement"), relating to the registration of up to
210,000 shares of common stock, par value $1.00 per share
("Common Stock"), to be issued pursuant to the Corporation's 2000
Incentive Stock Option Plan (the "2000 Plan") and up to 220,000
shares of Common Stock to be issued pursuant to the Amended and
Restated 1993 Stock Incentive Plan ("1993 Plan") (together, the
"Plans") upon the exercise of stock options and/or rights
(referred to as "Option Rights").  The Registration Statement
also registers an indeterminate number of additional shares which
may be necessary under the Plans to adjust the number of shares
reserved thereby for issuance as the result of a stock split,
stock dividend or similar adjustment of the outstanding Common
Stock of the Corporation.  We have been requested by the
Corporation to furnish an opinion to be included as an exhibit to
the Registration Statement.

    For this purpose, we have reviewed the Registration
Statement and related Prospectuses, the Certificate of
Incorporation and Bylaws of the Corporation, the Plans, a
specimen stock certificate evidencing the Common Stock of the
Corporation and such other corporate records and documents as we
have deemed appropriate.  We are relying upon the originals, or
copies certified or otherwise identified to our satisfaction, of
the corporate records of the Corporation and such other
instruments, certificates and representations of public
officials, officers and representatives of the Corporation as we
have deemed relevant as a basis for this opinion.  In addition,
we have assumed, without



Board of Directors
May 23, 2001
Page Two


independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformance in
all respects of copies to originals.  Furthermore, we have made such
factual inquiries and reviewed such laws as we determined to be relevant
for this opinion.

    For purposes of this opinion, we have also assumed that (i)
the shares of Common Stock issuable pursuant to Option Rights
granted under the terms of the Plans will continue to be validly
authorized on the dates the Common Stock is issued pursuant to
the Option Rights; (ii) on the dates the Option Rights are
exercised, the Option Rights granted under the terms of the Plans
will constitute valid, legal and binding obligations of the
Corporation and will (subject to applicable bankruptcy,
moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors' rights
generally) be enforceable as to the Corporation in accordance
with their terms; (iii) no change occurs in applicable law or the
pertinent facts; and (iv) the provisions of "blue sky" and other
securities laws as may be applicable will have been complied with
to the extent required.

     Based on the foregoing, and subject to the assumptions set
forth herein, we are of the opinion as of the date hereof that
the shares of Common Stock to be issued pursuant to the Plans,
when issued and sold pursuant to the Plans and upon receipt of
the consideration required thereby, will be legally issued, fully
paid and non-assessable shares of Common Stock of the
Corporation.

    We hereby consent to the reference to this firm under the
caption "Legal Opinion" in the Prospectuses of the Plans and to
the filing of this opinion as an exhibit to the Registration
Statement.

                             Very truly yours,

                             ELIAS, MATZ, TIERNAN & HERRICK L.L.P.


                             By:/s/ Kenneth B. Tabach
                                ------------------------------------
                                Kenneth B. Tabach, a Partner