Exhibit 5













                                   May 1, 2001



Enterprise Bancorp, Inc.
222 Merrimack Street
Lowell, MA  01852

         RE:      Amended and Restated 1998 Stock Incentive Plan

Ladies and Gentlemen:

     This  opinion is furnished  in  connection  with the filing with the United
States  Securities  and Exchange  Commission  (the  "Commission")  by Enterprise
Bancorp,  Inc., a Massachusetts  corporation (the "Company"),  of a Registration
Statement  on Form S-8 (the  "Registration  Statement")  registering  under  the
Securities Act of 1933, as amended,  170,403 shares (the "Registered Shares") of
Common  Stock,  $0.01 par value (the  "Common  Stock"),  to be issued  under the
Company's Amended and Restated 1998 Stock Incentive Plan (the "Plan").

     We assume that the number and issuance of shares of Common  Stock,  whether
issued directly in accordance with the terms of the Plan or upon the exercise of
options  granted  from time to time  pursuant  to the Plan,  has been or will be
authorized by proper  action of the  Company's  Board of Directors or the proper
committee  thereof  and that the  number,  issuance  and sale of the  Registered
Shares to be issued directly or offered and issued from time to time pursuant to
the  exercise  of such  options  will  be  determined  in  accordance  with  the
parameters  described in the Plan, in accordance with the Company's  Articles of
Organization,  as amended (the "Articles"), and applicable Massachusetts law. We
further assume that prior to the issuance of any Registered  Shares,  there will
exist,  under the Articles,  the requisite number of authorized shares of Common
Stock for such issuance  which are unissued and are not  otherwise  reserved for
issuance.

     As special counsel to the Company,  we have participated in the preparation
of the  Registration  Statement and have examined  such other  certificates  and
documents  as we  deemed  necessary  or  appropriate  for the  purposes  of this
opinion.

     This opinion is limited to the laws of the  Commonwealth  of  Massachusetts
and we express no opinion with respect to the law of any other jurisdiction.

     Based on and subject to the foregoing,  we are of the opinion that upon the
issuance by the Company of Registered  Shares either directly or pursuant to the
exercise of options granted under the Plan and in each instance upon delivery of
certificates  representing such Registered Shares in the manner  contemplated by
the  Plan and the  authorization  relating  thereto  by the  Company's  Board of
Directors or the proper committee thereof,  the Registered Shares represented by
such  certificates  will be duly  authorized,  validly  issued,  fully  paid and
nonassessable by the Company.

     We hereby consent to the Registration Statement and all amendments thereto.
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 Act or the rules and
regulations of the Commission.

     This  opinion  may not be used for any other  purpose or relied upon by any
other  person,  firm or  corporation  for any purpose  without our prior written
consent.



                                   Sincerely,

                                   /s/ Edwards & Angell, LLP
                                       ----------------------------------
                                       Edwards & Angell, LLP