Exhibit 5.0

                                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
                                WWW.EMTH.COM






                               October 5, 2004


                                  VIA EDGAR


Board of Directors
Wayne Savings Bancshares, Inc.
151 North Market Street
Wooster, Ohio 44691-4809

     Re:  Registration Statement on Form S-8
          204,081 Shares of Common Stock

Gentlemen:

     We are special counsel to Wayne Savings Bancshares, Inc., 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 204,081 shares of common
stock of the Corporation, par value $.10 per share ("Common Stock"), to be
issued pursuant to the Wayne Savings Bancshares, Inc. Amended and Restated
2003 Stock Option Plan (the "Option Plan") upon the exercise of stock options
("Stock Options").  The Registration Statement also registers an indeterminate
number of additional shares which may be necessary under the Option Plan to
adjust the number of shares registered 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.

Board of Directors
October 5, 2004
Page 2

     For this purpose, we have reviewed the Registration Statement, the
Certificate of Incorporation and the Bylaws of the Corporation, the Option
Plan, a specimen stock certificate evidencing the Common Stock of the
Corporation and such other corporate records and documents as we have deemed
appropriate for the purposes of this opinion.  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 applicable or relevant as
a basis for the opinions set forth below.  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 originals.  Furthermore, we have made such factual
inquiries and reviewed such laws as we determined to be relevant for the
purposes of this opinion.

     For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Stock Options granted under the terms of
the Option Plan will continue to be validly authorized on the dates the Common
Stock is issued pursuant to the Stock Options; (ii) on the dates the Stock
Options are exercised, the Stock Options granted under the terms of the Option
Plan will constitute valid, legal and binding obligations of the Corporation
and will be enforceable as to the Corporation in accordance with their terms
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally); (iii) the Stock Options 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 Option Plan, when issued and sold pursuant
to the Option 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.

Board of Directors
October 5, 2004
Page 3

      We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectus of the Option 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/ Kevin M. Houlihan
                                   ----------------------------
                                   Kevin M. Houlihan, a Partner