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<DESCRIPTION>EX5-1.TXT
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                                                                     EXHIBIT 5.1


February 18, 2005

Aqua America, Inc.
762 Lancaster Avenue
Bryn Mawr, Pennsylvania 19010


         Re:  Aqua America, Inc. - Registration Statement on Form S-3 Relating
              to the Dividend Reinvestment and Direct Stock Purchase Plan
              ----------------------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Aqua America, Inc., a Pennsylvania corporation (the
"Company"), in connection with the filing of the referenced Registration
Statement (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), with the Securities and Exchange Commission (the "SEC").
The Registration Statement relates to the proposed offering and sale of up to
5,000,000 shares of common stock, par value $0.50 per share, of the Company (the
"Shares") pursuant to the Company's Dividend Reinvestment and Direct Stock
Purchase Plan (the "Plan").

In connection with this opinion letter, we have examined the Registration
Statement and originals, or copies certified or otherwise identified to our
satisfaction, of the Articles of Incorporation and Bylaws of the Company,
resolutions adopted by the Company's Board of Directors on February 11, 2005,
the Plan and such other documents, records and other instruments as we have
deemed appropriate for purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of the documents submitted to us as originals,
the conformity with the originals of all documents submitted to us as certified,
facsimile or photostatic copies and the authenticity of the originals of all
documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares have been duly
authorized by the Company and, when issued and sold by the Company and delivered
by the Company against receipt of the purchase price therefor, in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and non-assessable.

The opinions expressed herein are limited to the Pennsylvania Business
Corporation Law, as amended.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to us under the caption "Experts" in the
prospectus included in the Registration Statement. In giving such consent, we do
not hereby admit that we are acting within the category of persons whose consent
is required under Section 7 of the Act or the rules or regulations of the SEC
thereunder.

Very truly yours,

Morgan, Lewis & Bockius LLP

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