Exhibit 5

[Letterhead of Luse Gorman Pomerenk & Schick]

(202) 274-2000

November 19, 2004

The Board of Directors
Fidelity Bankshares, Inc.
205 Datura Street
West Palm Beach, Florida 33401

Re:	Fidelity Bankshares, Inc.
	Common Stock, Par Value $0.10 Per Share

Gentlemen:

     You have requested the opinion of this firm as to certain matters in connection with the offer and sale (the “Offering”) of the shares of common stock, par value $0.10 per share (“Common Stock”) of Fidelity Bankshares, Inc. (the “Company”). We have reviewed the Company’s Certificate of Incorporation, Registration Statement on Form S-3 (the “Form S-3”), as well as applicable statutes and regulations governing the Company and the offer and sale of the Common Stock.

     We are of the opinion that the Common Stock is duly authorized and, upon the declaration of effectiveness of the Form S-3, the Common Stock, when sold, will be legally issued, fully paid and non-assessable.

     We hereby consent to our firm being referenced under the caption “Legal Matters” and to the filing of this opinion as an exhibit to the Form S-3.

Very truly yours,

/s/ LUSE GORMAN POMERENK & SCHICK

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION