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
                   Facsimile: (202) 347-2172

                        January 21, 1999



Board of Directors
GS Financial Corp.
3798 Veterans Memorial Boulevard
Metairie, Louisiana  70002

     Re:  Registration Statement on Form S-8
          343,850 Shares of Common Stock

Gentlemen:

     We are special counsel to GS Financial Corp., a Louisiana 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 343,850 shares of common stock, par value 
$0.01 per share ("Common Stock"), to be issued pursuant to the Corporation's 
1997 Stock Option Plan (the "Plan") upon the exercise of stock options and/or 
stock appreciation 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 Amended and Restated Articles of Incorporation and Bylaws of the
Corporation, the Plan, 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 the opinions expressed herein.  In addition, 
we have assumed, without independent verification, the 

Board of Directors
January 21, 1999
Page 2

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 
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) the 
Option Rights are exercised in accordance with their terms and the exercise 
price therefor is paid in accordance with the terms thereof; (iv) no change 
occurs in applicable law or the pertinent facts; and (v) 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/ Hugh T. Wilkinson
                                 --------------------------------             
                                 Hugh T. Wilkinson, a Partner