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, 2003



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

    Re:  Registration Statement on Form S-8
         100,000 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 100,000 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, as amended  (the "Plan"), 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 Plan 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 Prospectus, the Certificate of
Incorporation and Bylaws of the Corporation, the Plan, the
amendment to the Plan as adopted by the Board of Directors and
approved by Stockholders of the Corporation, 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 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

Board of Directors
May 23, 2003
Page Two



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 Plan 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 Plan
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 Plan,
when issued and sold pursuant to the Plan 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 Prospectus of the Plan 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