Dinur & Associates, P.C. Attorneys and Counselors One Lakeside Commons
990 Hammond Drive, Suite 760
Atlanta, Georgia 30328
PHONE: (770) 395-3170
FACSIMILE: (770) 395-3171
E-MAIL: DDD@dinurlaw.com

April 24, 2007

Semoran Financial Corporation
237 Fernwood Boulevard, Suite 109
Fern Park, FL 32730

RE: Semoran Financial Corporation
Registration Statement on Form SB-2
2,000,000 Shares of Common Stock; 1,000,000 Common Stock Purchase Warrants and 1,160,000 Common Stock Purchase Warrants; and 1,580,000 Shares of Common Stock

Ladies and Gentlemen:

     We have served as counsel to Semoran Financial Corporation, a corporation organized and existing under the laws of the State of Florida (the "Company"), in connection with the filing by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of the above-described Registration Statement (the "Registration Statement") with respect to the offer and sale (the "Offering") of (1) 2,000,000 shares of common stock, par value $.01 per share, of the Company (the "Offered Shares"), (2) 1,000,000 Common Stock purchase warrants of the Company to be issued to purchasers of Offered Shares (the "Shareholder Warrants") (3) 580,000 common stock purchase warrants of the Company to be issued to the organizers and directors of Community Bank of Central Florida, a Florida state bank in organization, pursuant to Organizer Warrant Agreements and Director Warrant Agreements (the "Organizer and Director Warrants") and (4) 1,580,000 shares of common stock, par value $.01 per share, reserved for issuance upon the exercise of the Shareholder, Organizer and Director Warrants (the "Warrant Shares").

     In rendering this opinion, we have examined originals (or copies certified or otherwise identified to our satisfaction) of (i) the Registration Statement; (ii) the Articles of Incorporation of the Company, certified by the Secretary of State of the State of Florida; (iii) the Amended and Restated Bylaws of the Company, certified as complete and correct by the Secretary of the Company; (iv) the form of the common stock certificate of the Company; (v) the form of each of the Shareholder, Organizer and Director Warrant Agreements; and (vi) such corporate and other documents, records and papers, certificates of public officials, and certificates of officers of the Company as we have deemed necessary for the purposes of the opinions expressed herein. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the genuineness and conformity to original documents of documents submitted to us as certified or photostatic copies.

     Based upon such examination and consultation, we are of the opinion that:

1. The Offered Shares and the Shareholder, Organizer and Director Warrants to be sold in the Offering, issued and sold in accordance with and in the manner described in the Registration Statement, will be duly authorized, validly issued, fully paid and non-assessable.
2. The Warrant Shares will, upon their issuance in accordance with the terms of the applicable Warrant Agreement, be duly and validly issued, fully paid and non-assessable.

     We are members of the Bar of the State of Florida. In expressing the opinions set forth above, we are not passing on the laws of any jurisdiction other than the laws of the State of Florida and the federal law of the United States of America.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading "Legal Matters" in the Registration Statement, including the prospectus constituting a part thereof. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/S/ Daniel D. Dinur

Daniel D. Dinur

DDD/mtl