EXHIBIT 5.1

                                 Law Offices
                     ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
                                 12th Floor
                           734 15th Street, N.W.
                          Washington, D.C.  20005
                          Telephone (202) 347-0300

                              November 27, 2002



Board of Directors
ESB Financial Corporation
600 Lawrence Avenue
Ellwood City, Pennsylvania 16117

Re:  Registration Statement on Form S-3
     Dividend Reinvestment and Stock Purchase Plan

Gentlemen:

     We are special counsel to ESB Financial Corporation, a
Pennsylvania 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
(the "Act"), of a Registration Statement on Form S-3 (the
"Registration Statement"), relating to the registration of up to
200,000 shares of common stock, par value $.01 per share ("Common
Stock"), to be issued pursuant to the Corporation's Dividend
Reinvestment and Stock Purchase Plan (the "Plan").   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 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 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 originals.
Furthermore, we have made such factual inquiries and reviewed
such laws as we determined to be relevant for this opinion.



Board of Directors
ESB Financial Corporation
November 27, 2002
Page 2


     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 filing of this opinion as an
exhibit to the Registration Statement and to the references to us
under the heading "Legal Opinion" in the Prospectus.  In giving
such consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the Act.



                                   Very truly yours,

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


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