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                     _________________________, 2000



Commercial Guaranty Bancshares, Inc.
12695 Metcalf Avenue
Overland Park, Kansas 66213

Ladies and Gentlemen:

      We have acted as counsel to Commercial Guaranty Bancshares,Inc.,
a Kansas corporation ("CGB"), in connection with the transactions contemplated
by the Agreement and Plan of Merger dated January 5, 2000 between Enterbank
Holdings, Inc. ("Enterbank") and CGB (the "Agreement").

      Pursuant to the Agreement, Enterbank Acquisition Corp. I ("Acquisition
Corp."), a wholly owned subsidiary of Enterbank, will be merged with and into
CGB, with CGB being the surviving corporation (the "Merger"). In the Merger,
the outstanding shares of CGB common stock, par value $1.00 per share (the
"CGB Common Stock"), other than shares with respect to which dissenters' rights
are perfected, will be converted into the right to receive 2.1429 shares of
Enterbank common stock, par value $.01 per share (the "Enterbank Common Stock").

      In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein. In addition, we have assumed that the Merger will be consummated in
the manner contemplated by the Registration Statement and in accordance with
the provisions of the Agreement. We have also assumed that the shares of CGB
Common Stock are held as capital assets by the stockholders of CGB.

      In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the completeness and authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the completeness and authenticity of the originals of such latter
documents. In making our examination of documents executed by parties other
than CGB, we have assumed that such parties had the power and authority to
enter into and perform their obligations thereunder and have also assumed the
due authorization, execution and delivery by such parties of such documents.
As to any facts material to the opinion expressed herein which were not
independently established or verified, we have relied upon oral or written
statements and representations of officers of CGB, Enterbank and others.

      Based upon and subject to the foregoing and subject to the qualifications
and exceptions heretofore and hereinafter set forth, we are of the opinion
that:

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Commercial Guaranty Bancshares, Inc.
____________, 2000
Page 2

      1.   The Merger of Acquisition Corp. with and into CGB will constitute a
           reorganization within the meaning of sections 368(a)(1)(A) and
           368(a)(2)(E) of the Internal Revenue Code, and CGB and Enterbank
           will each be a party to the reorganization within the meaning of
           section 368(b) of the Internal Revenue Code.

      2.   No gain or loss will be recognized by the stockholders of CGB who
           exchange all of their CGB Common Stock solely for Enterbank Common
           Stock pursuant to the Merger, except for gain or loss which may be
           recognized with respect to cash received in lieu of a fractional
           share interest in Enterbank Common Stock.

      3.   The tax basis of Enterbank Common Stock received by the stockholders
           of CGB in the Merger will equal the tax basis of CGB Common Stock
           exchanged therefor, adjusted to reflect the impact of the payments
           of cash for fractional share interests in Enterbank Common Stock.

      4.   The holding period of Enterbank Common Stock received by the
           stockholders of CGB in the Merger will include the holding period of
           the CGB Common Stock exchanged therefor.

      Our opinion is limited to the federal income tax matters described above
and does not address any other federal income tax considerations or any state,
local, foreign, or other tax considerations.

      If any of the information on which we have relied is incorrect, or if
changes in the relevant facts occur after the date hereof, our opinion could
be affected thereby. Moreover, our opinion is based on the Internal Revenue
Code of 1986, as amended, applicable Treasury regulations promulgated
thereunder, and Internal Revenue Service rulings, procedures, and other
pronouncements, published by the United States Internal Revenue Service.
These authorities are all subject to change, and such change may be made
with retroactive effect. We can give no assurance that, after such change,
our opinion would not be different. This opinion is not binding on the Internal
Revenue Service, and there can be no assurance, and none is hereby given,
that the Internal Revenue Service will not take a position contrary to one
or more of the positions reflected in the foregoing opinion, or that our
opinion will be upheld by the courts if challenged by the Internal Revenue
Service.

                                       Very truly yours,


                                       /s/ STINSON, MAG & FIZZELL, P.C.

