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                                   EXHIBIT 5

           OPINION OF BARLEY, SNYDER, SENFT & COHEN, LLP RE: LEGALITY
           ----------------------------------------------------------


Paul G. Mattaini
Direct Dial Number (717) 399-3519

                                                                    June 4, 1997



Fulton Financial Corporation         The Peoples Bank of Elkton
One Penn Square                      130 North Street
P. O. Box 4887                       Elkton, MD  21921
Lancaster, PA  17604

  Re: Merger of Fulton Financial Corporation
      and The Peoples Bank of Elkton
      ------------------------------

Dear Ladies and Gentlemen:

  We have acted as counsel to Fulton Financial Corporation ("FFC") in connection
with the registration under the Securities Act of 1933, as amended, by means of
a registration statement on Form S-4 (the "Registration Statement"), of 958,818
shares of the $2.50 par value common stock of FFC, which is the maximum number
of shares to be issued pursuant to the terms of the Affiliation and Merger
Agreement dated March 18, 1997, as amended as of May 20, 1997 (the "Merger
Agreement"), entered into between FFC and The Peoples Bank of Elkton ("PBE").

  The following transactions will occur upon consummation of the Merger
Agreement:  (i) FFC will organize a Maryland bank ("PBE Interim Bank") as a
wholly-owned subsidiary of FFC, (ii) PBE will be merged with and into PBE
Interim Bank (the "Merger"), (iii) PBE Interim Bank will survive the Merger and
operate as a wholly-owned subsidiary of FFC after the Merger under the name "The
Peoples Bank of Elkton," and (iv) each issued and outstanding share of the
$10.00 par value common stock of PBE (the "PBE Common Stock") will be converted
into 4.158 shares of the $2.50 par value common stock of FFC (the "FFC Common
Stock").

  This Opinion Letter is provided pursuant to the requirements of Item
601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission for
inclusion as an exhibit to the Registration Statement.

  This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the American Bar Association's
Section of Business Law (1991), as supplemented or modified by the Pennsylvania
Third-Party Legal Opinion Supplement (the "Pennsylvania Supplement") of the
Pennsylvania Bar Association's Section of Corporation,
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Banking and Business Law (1992).  As a consequence, this Opinion Letter is
subject to a number of qualifications, exceptions, definitions, limitations on
coverage and other limitations, all as more particularly described in the Accord
and the Pennsylvania Supplement, and this Opinion Letter shall be read in
conjunction therewith.  The Law covered by the opinions expressed herein is
limited to the federal law of the United States of America and the law of the
Commonwealth of Pennsylvania.

  Except as otherwise indicated herein, capitalized terms used in this Opinion
Letter are defined and set forth in the Merger Agreement, the Accord or the
Pennsylvania Supplement.  Our opinions herein are subject to the following
conditions and assumptions, in addition to those set forth in the Accord and the
Pennsylvania Supplement:

  (1)   All of the shares of PBE Common Stock that are issued and outstanding at
        the time of the Merger will be duly authorized, validly issued, fully
        paid and nonassessable;

  (2)   All conditions precedent to the obligations of FFC and PBE as set forth
        in the Merger Agreement will have been satisfied at the time of the
        Merger;

  (3)   All covenants required to be performed by FFC and PBE on or before the
        date of consummation of the Merger, as set forth in the Merger
        Agreement, will have been performed by them as of such date; and

  (4)   The shares of FFC Common Stock will be issued, and the Merger will be
        consummated, in strict accordance with the terms of the Merger Agreement
        and the statutory laws of the United States of America, the Commonwealth
        of Pennsylvania and the State of Maryland.

  Based upon and subject to the foregoing, we are of the opinion that the shares
of FFC Common Stock to be issued in connection with the Merger have been duly
authorized and, when issued, will be legally issued, fully paid and
nonassessable.

                                 Very truly yours,

                                 BARLEY, SNYDER, SENFT & COHEN, LLP



                                 By:     /s/ Paul G. Mattaini
                                         Paul G. Mattaini, Esquire
