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

                          June 7, 2002

Board of Directors
Progress Financial Corporation
Four Sentry Parkway
Suite 200
Blue Bell, Pennsylvania  19422-0764

Re:  Registration Statement on Form S-3
     1,153,330 Shares of Common Stock

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 1,153,330 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 of the Securities  Act.  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/ Kenneth B. Tabach
                                   -------------------------------
                                   Kenneth B. Tabach, a Partner