S-8

As filed with the Securities and Exchange Commission on

March 30, 2006

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

______________________

SUSSEX BANCORP

(Exact name of registrant as specified in its charter)

NEW JERSEY

(State or other jurisdiction of incorporation or organization)

22-3475473

(I.R.S. Employer Identification No.)

200 MUNSONHURST ROAD

ROUTE 517

FRANKLIN, NEW JERSEY 07416-0353

(Address of principal executive offices)

SUSSEX BANCORP

NON-PLAN OPTIONS

(Full title of the plan)

DONALD L. KOVACH

SUSSEX BANCORP

200 MUNSONHURST ROAD

ROUTE 517

FRANKLIN, NEW JERSEY 07416-0353

(Name and address of agent for service)

(973) 827-2914

(Telephone number, including area code of agent for service)

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CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value per share and interests of participation in the Plan	55,125 (1)	$14.38	$792,697.50	$93.30

(1)    Maximum number of shares authorized for issuance pursuant to the Registrant’s Grant Agreement Non-Plan Option (the “Plan”). This Registration Statement also relates to such indeterminate number of additional shares of common stock of the Registrant as may be issuable as a result of stock splits, stock dividends or similar transactions, as described in the Plan.

(2)    Estimated solely for the purpose of calculating the registration fee and based upon the exercise price of the options in accordance with Rule 457(h)(1).

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold to prevent dilution resulting from certain capital changes affecting the Registrant.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and, accordingly, files periodic reports and other information with the Securities and Exchange Commission (the "SEC"). Reports, proxy statements and other information concerning the Company filed with the SEC may be inspected and copies may be obtained (at prescribed rates) at the SEC's Public Reference Section, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a Website that contains copies of such material. The address of the Commission's Website is http://www.sec.gov.

The following documents filed with the SEC are hereby incorporated by reference into this Registration Statement:

(a) the audited financial statements of the Registrant as of and for the year ended December 31, 2005 on Form 10-KSB filed with the SEC on March 28, 2006;

(b) the description of the Registrant’s common stock, no par value, contained in the Registrant’s Registration Statement on Form 8B filed with the SEC on December 13, 1996.

In addition, all documents subsequently filed by the Company with the SEC pursuant to Sections 12, 13(a), 14 and 15(d) of the Exchange Act after the effective date of this Registration Statement, but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the respective date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is incorporated or is deemed to be incorporated by reference herein modified or superseded such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.    Description of Securities.

Not applicable.

Item 5.    Interests of Named Experts and Counsel.

Not applicable.

Item 6.    Indemnification of Directors and Officers.

Article VI of the Company’s Certificate of Incorporation provides:

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Subject to the following, a director or officer of the Corporation shall not be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. The preceding sentence shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (i) in breach of such person's duty of loyalty to the Corporation or its shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal benefit. If the New Jersey Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer or both of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act as so amended. Any amendment to this Certificate of Incorporation, or change in law which authorizes this paragraph shall not adversely affect any then existing right or protection of a director or officer of the Corporation.

Article V of the Company’s Certificate of Incorporation provides:

The Corporation shall indemnify its officers, directors, employees and agents and former officers, directors, employees and agents, and any other persons serving at the request of the Corporation as an officer, director, employee or agent of another corporation, association, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees, judgments, fines and amounts paid in settlement) incurred in connection with any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, with respect to which such officer, director, employee, agent or other person is a party, or is threatened to be made a party, to the full extent permitted by the New Jersey Business Corporation Act. The indemnification provided herein (i) shall not be deemed exclusive of any other right to which any person seeking indemnification may be entitled under any by-law, agreement, or vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity, and (ii) shall inure to the benefit of the heirs, executors, and the administrators of any such person. The Corporation shall have the power, but shall not be obligated, to purchase and maintain insurance on behalf of any person or persons enumerated above against any liability asserted against or incurred by them or any of them arising out of their status as corporate directors, officers, employees, or agents whether or not the Corporation would have the power to indemnify them against such liability under the provisions of this article.

The Corporation shall, from time to time, reimburse or advance to any person referred to in this article the funds necessary for payment of expenses, including attorneys' fees, incurred in connection with any action, suit or proceeding referred to in this article, upon receipt of a written undertaking by or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that the director's or officer's acts or omissions (i) constitute a breach of the director's or officer's duty of loyalty to the corporation or its shareholders, (ii) were not in good faith, (iii) involved a knowing violation of law, (iv) resulted in the director or officer receiving an improper personal benefit, or (v) were otherwise of such a character that New Jersey law would require that such amount(s) be repaid.

Item 7.    Exemption From Registration Claimed.

Not applicable.

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Item 8.    Exhibits.

The following exhibits are filed with this Registration Statement.

Exhibit
Number	Description of Exhibit
4	Grant Agreement Non-Plan Option
5	Opinion of Windels Marx Lane & Mittendorf, LLP
23(a)	Consent of Beard Miller Company LLP
23(b)	Consent of Windels Marx Lane & Mittendorf, LLP (included in the Opinion filed as Exhibit 5 hereto)

Item 9.  Undertakings.

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previouslydisclosed in the Registration Statement or any material change to such information in the Registration Statement;

(2)That, for purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned company hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the company pursuant to the foregoing provisions, or otherwise, the company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the company of expenses incurred or paid by a director, officer of controlling person of the company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Franklin, State of New Jersey, on the 29^th day of March, 2006. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

SUSSEX BANCORP

Name	Title	Date
/s/ Donald L. Kovach Donald L. Kovach	President, Chief Executive Officer and Director  (Chairman of the Board)	March 29, 2006
/s/ Candace Leatham Candace Leatham	Executive Vice President (Principal Financial  and Accounting Officer)	March 29, 2006
/s/ Irvin Ackerson Irvin Ackerson	Director	March 29, 2006
/s/Patrick Brady Patrick Brady	Director	March 29, 2006
/s/Richard Branca Patrick Branca	Director	March 29, 2006
/s/ Mark J. Hontz Mark J. Hontz	Director	March 29, 2006
/s/ Joel D. Marvil Joel D. Marvil	Director	March 29, 2006
/s/ Edward J. Leppert Edward J. Leppert	Director	March 29, 2006
/s/ Richard Scott RichardScott	Director	March 29, 2006
/s/ Terry H. Thompson Terry H. Thompson	Director	March 29, 2006

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EXHIBIT INDEX TO REGISTRATION

STATEMENT ON FORM S-8

OF SUSSEX BANCORP

Exhibit
Number	Description of Exhibit
4	Grant Agreement Non-Plan Option
5	Opinion of Windels Marx Lane & Mittendorf, LLP
23(a)	Consent of Beard Miller Company LLP
23(b)	Consent of Windels Marx Lane & Mittendorf, LLP (included in the Opinion filed as Exhibit 5 hereto)

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EX-4

EXHIBIT 4

SUSSEX BANCORP

GRANT AGREEMENT

NON-PLAN OPTION

This Non-Plan Option Grant Agreement (this "Agreement") is made as of this 1^st day of August, 2003 by and between Sussex Bancorp, a New Jersey corporation having its principal place of business at 399 State Highway 23, Franklin, New Jersey 07416 and Samuel M. Chazanow, an individual residing at 7200 Fiddler Bay Lane, Chincoteague Island, Virginia 23335 ("Optionee").

1.Grant of Option. The Company hereby grants to Optionee an option (this “Option”) to purchase 50,000 shares (the “Shares”) of common stock, no par value of the Company (the “Common Stock”) at an exercise price per share of $14.38, which the parties agree is the fair market value of the Shares on the date hereof (the “Exercise Price”), subject to all of the terms and conditions of this Agreement. The Option granted herein is not intended to qualify as an "incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.Vesting Period of Option.

a.Vesting Schedule. The Option granted hereunder is exercisable during the time period or periods, and as to the number of Shares, as follows:

i. Options to purchase 10,000 Shares, or any part thereof, may be exercised at any time or times, commencing on August 1, 2004 up until and including July 31, 2023 (the "Expiration Date");

ii. Options to purchase an additional 10,000 Shares, or any part thereof, may be exercised at any time or times, commencing on August 1, 2005, 2005 up until and including the Expiration Date;

iii. Options to purchase an additional 10,000 Shares, or any part thereof, may be exercised at any time or times, commencing on August 1, 2006 up until and including the Expiration Date;

iv. Options to purchase an additional 10,000 Shares, or any part thereof, may be exercised at any time or times, commencing on August 1, 2007 up until and including the Expiration Date;

v. Options to purchase the remaining 10,000 Shares, or any part thereof, may be exercised at any time or times, commencing on August 1, 2008 up until and including the Expiration Date.

b.Changes in Vesting Schedule. Notwithstanding the above:

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i. this Option shall expire on the Expiration Date and must be exercised, if at all, on or before the Expiration Date. The portion of Shares as to which the Option is exercisable in accordance with the above schedule as of the applicable dates shall be deemed “Vested Options”; and

ii. if the Company is subject to Change in Control (as defined below) before the Option is fully vested, then the Option will accelerate and automatically become 100% vested and immediately exercisable for all Shares. For the purposes hereof, a "Change in Control" shall mean:

  a. a reorganization, merger, consolidation or sale of all or substantially all of the assets of the Company, or a similar transaction in which the shareholders of the Company prior to such transaction fail to hold a majority o the voting power of the resulting entity;

  b. individuals who constitute the Incumbent Board (as herein defined) of the Company cease for any reason to constitute a majority thereof;

  c. Without limitation, a Change in Control shall be deemed to have occurred at such time as (i) any "person" (as the term is used in Section 13(d) and 14(d) of the Exchange Act) other than the Company or the trustees or any administration of any employee stock ownership plan and trust, or any other employee benefit plans, established by Company from time-to-time, is or becomes a "beneficial owner" (as defined in Rule 13-d under the Exchange Act) directly or indirectly, of securities of the Company representing 25% or more of the Company's outstanding securities ordinarily having the right to vote at the election of directors; or

  d. A tender offer is made for 25% or more of the voting securities of the Company and shareholders owning beneficially or of record 25% or more of the outstanding securities of the Company have tendered or offered to sell their shares pursuant to such tender and such tendered shares have been accepted by the tender offeror.

For these purposes, "Incumbent Board" means the Board of Directors of the Company on the date hereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by members or stockholders was approved by the same nominating committee serving under an Incumbent Board, shall be considered as though he were a member of the Incumbent Board.

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3.Restriction on Exercise. This Option may not be exercised unless such exercise is in compliance with the Securities Act of 1933, as amended, and all applicable state securities laws, as they are in effect on the date of exercise, and the requirements of any stock exchange or over-the-counter market on which the Company’s Common Stock may be listed or quoted at the time of exercise.

4. Termination of Option. Except as provided below in this Section 4, this Option shall terminate and may not be exercised if Optionee ceases to be employed by the Company or by a Parent Subsidiary or Affiliate of the Company (as those terms are defined below). Optionee shall be considered to be employed by the Company for all purposes under this Section 4 if Optionee is a full-time employee of the Company or any Parent, Subsidiary or Affiliate of the Company. The Board of Directors of the Company shall have discretion to determine whether Optionee has ceased to be employed by the Company or any Parent, Subsidiary or Affiliate of the Company and the effective date on which such employment terminated (the “Termination Date”). For purposes of this Agreement, the term "Parent" shall mean any corporation other than the Company in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the corporations in such a chain. The term "Subsidiary" means any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such a chain. The term "Affiliate" means any corporation that directly or indirectly through one or more intermediary's controls, is controlled by or is under common control with another corporation. "Control" shall mean the possession, directly or indirectly, of the power to cause the direction of the management and policies of the corporation, whether through ownership or voting securities, contract or otherwise.

a. Termination Generally. If Optionee ceases to be employed by the Company and all Parents, Subsidiaries or Affiliates of the Company for any reason except death, disability, or "cause" (as defined below), this Option, to the extent (and only to the extent) that it would have been exercisable by Optionee on the Termination Date, may be exercised by Optionee, but only within thirty (30) days after the Termination Date; provided that this Option may not be exercised in any event after the Expiration Date.

b. Death or Disability.

(i) If Optionee’s employment with the Company and all Parents, Subsidiaries and Affiliates of the Company is terminated because of the death of Optionee or the permanent and total disability of Optionee within the meaning of Section 22(e) (3) of the Code, this Option, to the extent (and only to the extent) that it would have been exercisable by Optionee on the Termination Date, may be exercised by Optionee (or Optionee’s legal representative), but only within twelve (12) months after the Termination Date, provided that this Option may not be exercised in any event later than the Expiration Date.

(ii) If Optionee’s employment with the Company and all Parents, Subsidiaries and Affiliates of the Company is terminated because of disability of Optionee

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which is not permanent and total disability within the meaning of Section 22(e) (3) of the Code, this Option, to the extent (and only to the extent) that it would have been exercisable by Optionee on the Termination Date, may be exercised by Optionee (or Optionee’s legal representative), but only within six (6) months after the Termination Date, provided that this Option may not be exercised in any event later than the Expiration Date.

c. Cause. Notwithstanding any other provisions set forth herein, if the Optionee's employment is terminated for cause under the terms of that certain Employment Agreement dated the date hereof between Optionee and Sussex Bank (the

Employment Agreement"), any unexercised portion of the Option, whether or not vested, shall terminate immediately and become null and void.

d. No Right to Service. Nothing in or this Agreement shall confer on Optionee any right to continue in the employ of, or other relationship with, the Company or any Parent, Subsidiary or Affiliate of the Company or limit in any way the right of the Company or any Parent, Subsidiary or Affiliate of the Company to terminate Optionee’s employment or other relationship at any time, with or without cause.

5. Manner of Exercise.

a. Exercise Agreement. This Option shall be exercisable by delivery to the Company of an executed written Stock Option Exercise Agreement in the form attached hereto as Exhibit 1, or in such other form as may be approved by the Company, which shall set forth Optionee’s election to exercise some or all of this Option, the number of Shares being purchased, any restrictions imposed on the Shares and such other representations and agreements as may be required by the Company to comply with applicable securities laws.

b. Exercise Price. Such notice shall be accompanied by full payment of the Exercise Price for the Shares being purchased. Payment for the Shares may be made in cash (by check), or, where permitted by law, by any other method approved by the Board of Directors of the Company at the time of such exercise.

c. Withholding Taxes. Prior to the issuance of the Shares upon exercise of this Option, Optionee must pay or make adequate provision for any applicable federal or state withholding obligations of the Company. Subject to Board approval at its discretion, the Optionee may provide for payment of Optionee’s minimum statutory withholding taxes upon exercise of the Option by requesting that the Company retain Shares with a fair market value equal to the minimum amount of taxes required to be withheld. In such case, the Company shall issue the net number of Shares to the Optionee by deducting the Shares retained from the Shares exercised.

d. Issuance of Shares. Provided that such notice and payment are in form and substance satisfactory to counsel for the Company, the Company shall cause the Shares to be issued in the name of Optionee or Optionee’s legal representative.

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6.Nontransferability of Option. This Option may not be transferred in any manner other than by will or by the law of descent and distribution and may be exercised during the lifetime of Optionee only by Optionee or other permitted transferee. The terms of this Option shall be binding upon the executors, administrators, successors and assigns of the Optionee.

7. Privileges of Stock Ownership. Optionee shall not have any of the rights of a shareholder with respect to any Shares subject to this Option until this Option is properly exercised. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to such date, except as provided below.

8. Adjustment for Changes in Capital Structure. In the event that the number of outstanding shares of Common Stock is changed by a stock dividend, stock split, reverse stock split, combination, reclassification or similar change in the capital structure of the Company without consideration, or if a substantial portion of the assets of the Company are distributed, without consideration in a spin-off or similar transaction, to the shareholders of the Company, the number of Shares subject to this Option and the exercise price per share of such Options shall be proportionately adjusted, subject to any required action by the Board or shareholders of the Company and compliance with applicable securities laws; provided, however, that a fractional share shall not be issued upon exercise of any Option and any fractions of a Share that would have resulted shall either be cashed out at fair market value or the number of Shares issuable under the Option shall be rounded up to the nearest whole number, as determined by the Board.

9. Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by Optionee or the Company to the Company’s Board of Directors, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board shall be final and binding on the Company and an Optionee.

10.          Entire Agreement. This Agreement and the Stock Option Exercise Agreement constitute the entire agreement of the parties hereto and supersede all prior undertakings and agreements with respect to the subject matter hereof.

[Remainder of Page Intentionally Blank]

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SUSSEX BANCORP

By:

Name: Donald L. Kovach

Title: President/Chairman/CEO

ACCEPTANCE

Optionee hereby accepts this Option subject to all the terms and conditions of this Stock Option Grant Agreement. Optionee acknowledges that there may be adverse tax consequences upon exercise of this Option or disposition of the Shares and that Optionee should consult a tax adviser prior to such exercise or disposition.

OPTIONEE

Signature

 Samuel M. Chazanow

Print Name

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EXHIBIT 1

TO STOCK OPTION GRANT

SUSSEX BANCORP

STOCK OPTION EXERCISE AGREEMENT

This Agreement is made this ________ day of ________________, 20 ____ between Sussex Bancorp (the “Company”), and the Optionee named below (“Optionee”).

Optionee:	Samuel M. Chazanow
Social Security Number:
Address:
Number of Shares Purchased:
Price Per Share:
Aggregate Purchase Price:
Date of Option Grant:

The Company and Optionee hereby agree as follows:

1.Purchase of Shares. On this date and subject to the terms and conditions of this Agreement, Optionee hereby exercises the Stock Option Grant between the Company and Optionee dated as of the Date of Option Grant set forth above (the “Grant”), with respect to the Number of Shares Purchased set forth above of the Company’s Common Stock (the “Shares”) at an aggregate purchase price equal to the Aggregate Purchase Price set forth above (the “Purchase Price”) and the Price per Share set forth above (the “Purchase Price Per Share”). The term “Shares” refers to the Shares purchased under this Agreement and includes all securities received (a) in replacement of the Shares, and (b) as a result of stock dividends or stock splits in respect of the Shares. Capitalized terms used herein that are not defined herein have the definitions ascribed to them in the Grant Agreement.

2. Representations of Purchaser. Optionee represents and warrants to the Company that the Shares are subject to the terms, conditions and restrictions of the GrantAgreement and this Agreement and that no other terms, conditions or restrictions, whether oral or written, shall govern.

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3.Compliance with Securities Laws. Optionee understands and acknowledges that the exercise of any rights to purchase any Shares is expressly conditioned upon compliance with the Securities Act of 1933 (the “1933 Act”) and all applicable state securities laws. Optionee agrees to cooperate with the Company to ensure compliance with such laws.

4.Entire Agreement.The Grant Agreement is incorporated herein by reference. This Agreement and the Grant Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and are governed by New Jersey law except for that body of law pertaining to conflict of laws.

SUBMITTED BY:
	OPTIONEE
		[Print Name]
		[Signature]
	DATED:
	ADDRESS:
ACCEPTED BY:
	SUSSEX BANCORP
	By:
		Name:
		Title:

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EX-5

EXHIBIT 5

March 29, 2006

Sussex Bancorp

200 Munsonhurt Road

Route 517

Franklin, New Jersey 07416-0353

Re: Sussex Bancorp

Registration Statement on Form S-8

Dear Sirs:

We have acted as counsel for Sussex Bancorp, a New Jersey corporation (the "Company"), in connection with the Registration Statement on Form S-8 being filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to an aggregate of 55,125 shares of Common Stock, no par value per share, of the Company (the "Shares") to be issued by the Company to Samuel M. Chazanow, pursuant to the Company's Grant Agreement Non-Plan Option, the form of which is attached as an exhibit to the Registration Statement (the "Plan").

In so acting, we have examined, and relied as to matters of fact upon, the originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and Bylaws of the Company, the form of Agreements, and such other certificates, records instruments and documents, and have made such other and further investigations, as we have deemed necessary or appropriate to enable us to express the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents.

Based upon the foregoing, we are of the opinion that upon issuance and delivery by the Company of the Shares pursuant to the Plan, and payment of the exercise price therefore and in accordance with the terms of the Plan, in cash or other consideration under Section 14A:7-A of the New Jersey Business Corporation Act (the "Act"), the Shares issued will be legally issued, fully paid and non-assessable.

The issuance of the Shares is subject to the continuing effectiveness of the Registration Statement and the qualification, or exemption from registration, of such Shares under certain state securities laws.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 Very truly yours,

 /s/ WINDELS MARX LANE & MITTENDORF, LLP

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EX-23.A

EXHIBIT 23(a)

Consent of Independent Registered Public Accounting Firm

Sussex Bancorp.

Franklin, New Jersey

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated January 13, 2006, relating to the consolidated financial statements of Sussex Bancorp appearing in the Company’s Annual report on Form 10-KSB for the year ended December 31, 2005.

/s/ Beard Miller Company LLP

Beard Miller Company, LLP

Allentown, Pennsylvania

March 27, 2006

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