
<PAGE>
 
Paul G. Mattaini
Direct Dial Number (717) 399-1519


                                   EXHIBIT 8

                                   November 24, 1997


Keystone Heritage Group, Inc.         Fulton Financial Corporation
555 Willow Street                     One Penn Square
Lebanon, Pa  17046                    Lancaster, PA  17602

    Re: Fulton Financial Corporation/Keystone Heritage Group, Inc.
        ----------------------------------------------------------

Gentlemen:

    We have acted as counsel to Fulton Financial Corporation ("FFC") in
connection with the Merger Agreement dated August 15, 1997 (the "Merger
Agreement") between FFC and Keystone Heritage Group, Inc. ("KHG").

    The following transactions will occur pursuant to the Merger Agreement:

    (i.)    KHG will be merged with and into FFC, with FFC surviving the merger
            (the "Merger");

    (ii.)   Each issued and outstanding share of the common stock of KHG, par
            value $5.00 per share (the "KHG Common Stock"), will be converted
            into shares of the common stock of FFC, par value $2.50 per share
            (the "FFC Common Stock") based on the conversion ratio set forth in
            the Merger Agreement;

    (iii.)  Simultaneously with, or shortly after, the Merger, Lebanon Valley
            National Bank ("LVNB"), a wholly-owned subsidiary of KHG which, by
            virtue of the Merger, is to become a wholly-owned subsidiary of FFC,
            shall merge with Farmers Trust Bank ("FTB"), a wholly-owned FFC
            subsidiary, with FTB surviving such merger (the "Subsidiaries
            Merger"); and

    (iv.)   Immediately following, or shortly after, the Subsidiaries Merger,
            certain branch offices of FTB are to be transferred to Fulton Bank,
            a wholly-owned FFC subsidiary, and certain other branch offices may
            be closed.
<PAGE>
 
    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 "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 KHG 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 and KHG 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 and KHG 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;

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

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

    (F) Upon consummation of the Merger, the former stockholders of KHG 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 KHG Common Stock
        as of the date of the Merger;

    (G) There is no plan or intention on the part of the stockholders of KHG to
        sell or otherwise dispose of the FFC Common Stock to be received
        pursuant to the Merger Agreement that would reduce the ownership of
<PAGE>
 
        FFC Common Stock by former stockholders of KHG 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 KHG Common Stock outstanding immediately
        prior to the Merger.  For purposes of this assumption, shares of KHG
        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 KHG Common Stock on the date
        of the transaction.  Moreover, shares of FFC Common Stock and shares of
        KHG Common Stock sold, redeemed, or disposed of prior or subsequent to
        the transaction will be considered in making this assumption;

    (H) FFC 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 by KHG immediately prior to the Merger.
        For this purpose, amounts paid by KHG to dissenters, amounts paid by KHG
        to shareholders who receive cash or other property, assets of KHG used
        to pay its reorganization expenses, and all redemptions and
        distributions (except for regular, normal dividends) made by KHG
        immediately preceding the Merger will be considered as assets of KHG
        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 to sell or otherwise
        dispose of any of the assets of KHG acquired in the Merger, except for
        the dispositions made in the ordinary course of business;

    (K) The liabilities of KHG assumed by FFC and the liabilities to which the
        assets of KHG are subject were incurred by KHG in the ordinary course of
        KHG's business;

    (L) The historic business of KHG will be continued by FFC following the
        Merger;

    (M) FFC, KHG and stockholders of KHG will pay their respective expenses, if
        any, incurred in connection with the transactions;

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

    (O) The fair market value of the assets of KHG transferred to FFC will equal
        or exceed the sum of the liabilities assumed by 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
            Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as
            amended (the "Code");
<PAGE>
 
        (2) No gain or loss will be recognized by KHG or FFC by reason of the
            Merger;

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

        (4) The holding period of the assets of KHG in the hands of FFC
            following the Merger will include the period during which such
            assets were held by KHG prior the Merger;

        (5) No gain or loss will be recognized by the KHG shareholders on the
            exchange of shares of KHG 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 KHG 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 cash payment
            from FFC in a hypothetical redemption of that number of shares of
            FFC Common Stock equal in value to such cash payment.  A KHG
            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 KHG
            shareholders will be the same as the basis in the shares of KHG'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 KHG will include the period during which they
            held the shares of KHG Common Stock surrendered, provided the shares
            of KHG 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
