
<PAGE>
 
                                   EXHIBIT 8

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



                                                                    June 4, 1997



The Peoples Bank of Elkton                 Fulton Financial Corporation
130 North Street                           One Penn Square
Elkton, MD  21921                          Lancaster, PA  17602

  Re: Fulton Financial Corporation/The Peoples Bank of Elkton
      -------------------------------------------------------

Gentlemen:

  We have acted as counsel to Fulton Financial Corporation ("FFC") connection
with 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 pursuant to the Merger Agreement:

  i.   FFC will organize a Maryland bank ("PBE Interim Bank") as a wholly-owned
       subsidiary of FFC and cause PBE Interim Bank to become a party to the
       Merger Agreement;

  ii.  PBE will be merged with and into PBE Interim Bank (the "Merger");

  iii. PBE Interim Bank will survive the Merger and will operate as a wholly-
       owned subsidiary of FFC under the name "The Peoples Bank of Elkton"; and

  iv.  each issued and outstanding share of the common stock, par value $10.00
       per share, of PBE (the "PBE Common Stock"), will be converted into 4.158
       shares of the common stock of FFC, par value $2.50 per share (the "FFC
       Common Stock").

  You have requested our opinion as to certain federal income tax consequences
of the transactions contemplated by the Merger Agreement, and this opinion is
rendered pursuant to the provisions of Section 7.1(d) of Article VII of the
Merger Agreement.

  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
<PAGE>
 
"Pennsylvania Supplement") of the Pennsylvania Bar Association's Section of
Corporation, 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.

  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:

  (A) 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.

  (B) All conditions precedent to the obligations of FFC, PBE Interim Bank and
      PBE as set forth in the Merger Agreement will have been satisfied at the
      time of the Merger.

  (C) All covenants required to be performed by FFC, PBE Interim Bank and PBE on
      or before the date of consummation of the Merger, as set forth in the
      Merger Agreement, will have been performed.

  (D) The transaction contemplated by the Merger Agreement, including without
      limitation the Merger and the issuance of shares of FFC Common Stock to
      the stockholders of PBE, will be accomplished in strict accordance with
      the terms of the Merger Agreement.

  (E) The fair market value of the FFC Common Stock and other consideration
      received by each PBE shareholder will be approximately equal to the fair
      market value of the PBE Common Stock surrendered in the exchange.

  (F) Upon consummation of the Merger, the former stockholders of PBE will own,
      in the aggregate, FFC Common Stock equal in value to at least 50 percent
      of the value of all of the formerly outstanding PBE Common Stock as of the
      date of the Merger.

  (G) There is no plan or intention on the part of the stockholders of PBE to
      sell or otherwise dispose of the FFC Common Stock to be received pursuant
      to the Merger Agreement that would reduce the ownership of FFC Common
      Stock by former stockholders of PBE to a number of shares of FFC Common
      Stock having, in the aggregate, a value of less than 50 percent of the
      value of all of PBE Common Stock outstanding immediately prior to the
      Merger. For purposes of this assumption, shares of PBE Common Stock
      exchanged for cash or other property, surrendered by dissenters, or
      exchanged for cash in lieu of fractional shares of FFC Common Stock will
      be treated as outstanding PBE Common Stock on the date of the transaction.
      Moreover, shares of FFC Common Stock and shares of stock held by PBE
      shareholders and otherwise sold, redeemed, or disposed of prior or
      subsequent to the transaction will be considered in making this
      assumption.

  (H) PBE Interim Bank will acquire at least ninety percent (90%) of the fair
      market value of the net assets and at least seventy percent (70%) of the
      fair market value of the gross assets held
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      by PBE immediately prior to the Merger. For this purpose, amounts paid by
      PBE to dissenters, amounts paid by PBE to shareholders who receive cash or
      other property, assets of PBE used to pay its reorganization expenses, and
      all redemptions and distributions (except for regular, normal dividends)
      made by PBE immediately preceding the Merger will be considered as assets
      of PBE held immediately prior to the Merger.

  (I) There is no plan or intention on the part of FFC to reacquire any of the
      shares of FFC Common Stock issued pursuant to the provisions of the Merger
      Agreement.

  (J) There is no plan or intention on the part of FFC or PBE Interim Bank to
      sell or otherwise dispose of any of the assets of PBE acquired in the
      Merger, except for the dispositions made in the ordinary course of
      business.

  (K) The liabilities of PBE assumed by PBE Interim Bank and the liabilities to
      which the assets of PBE are subject were incurred by PBE in the ordinary
      course of PBE's business.

  (L) The historic business of PBE following the Merger will be continued by PBE
      Interim Bank.

  (M) FFC, PBE Interim Bank, PBE and stockholders of PBE will pay their
      respective expenses, if any, incurred in connection with the transactions.

  (N) There is no intercorporate indebtedness existing between FFC and PBE or
      PBE Interim Bank and PBE that was issued or acquired or that will be
      settled at a discount; and

  (O) The fair market value of the assets of PBE transferred to PBE Interim Bank
      will equal or exceed the sum of the liabilities assumed by PBE Interim
      Bank and FFC plus the amount of liabilities, if any, to which the
      transferred assets are subject.

Based upon and subject to the foregoing, we are of the opinion that:

   (1) the Merger will constitute a reorganization within the meaning of
       Sections 368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code of
       1986, as amended (the "Code");

   (2) No gain or loss will be recognized by PBE, FFC or PBE Interim Bank by
       reason of the Merger;

   (3) The bases of the assets of PBE in the hands of PBE Interim Bank will be
       the same as the bases of such assets in the hands of PBE immediately
       prior to the Merger;

   (4) The holding period of the assets of PBE in the hands of PBE Interim Bank
       will include the period during which such assets were held by PBE prior
       the Merger;

   (5) No gain or loss will be recognized by the PBE shareholders on the
       exchange of shares of PBE Common Stock solely for shares of FFC Common
       Stock (including fractional shares); income, gain or loss will be
       recognized, however, to each such shareholder upon the receipt of cash by
       such shareholders on the exchange. The receipt of cash by PBE
       shareholders will have the effect of treating the shareholder as having
       received solely shares of FFC Common Stock in the reorganization exchange
       and then having received a
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       cash payment from FFC in a hypothetical redemption of that number of
       shares of FFC Common Stock equal in value to such cash payment. The PBE
       shareholder who receives cash will therefore recognize capital gain or
       loss on the constructive redemption of such shares in an amount equal to
       the difference between the cash received and the adjusted basis in such
       shares;

   (6) The basis in the shares of FFC Common Stock to be received by PBE
       shareholders will be the same as the basis in the shares of PBE's Common
       Stock surrendered in the reorganization exchange, decreased by the amount
       of cash received and increased by the amount of any gain (and by the
       amount of any dividend income) recognized on the exchange; and

   (7) The holding period of the shares of FFC Common Stock to be received by
       the shareholders of PBE will include the period during which they held
       the shares of PBE Common Stock surrendered, provided the shares of PBE
       Common Stock are held as a capital asset on the date of the exchange.

                                 Very truly yours,

                                 BARLEY, SNYDER, SENFT & COHEN, LLP



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