EXHIBIT 5

                                [TC&A LETTERHEAD]

(860) 725-6200

                                   _______________, 2005

Patriot National Bancorp, Inc.
900 Bedford Street
Stamford, CT 06901

     RE:   REGISTRATION STATEMENT OF FORM SB-2
           PATRIOT NATIONAL BANCORP, INC.

Ladies and Gentlemen:

     We have acted as counsel to Patriot National Bancorp, Inc., a Connecticut
corporation (the "Company"), in connection with the rights offering and
registration under the Securities Act of 1933, as amended, by the Company of an
aggregate of __________ shares of Common Stock, par value $2.00 per share (the
"Shares"), of the Company and the related preparation and filing by the Company
with the Securities and Exchange Commission of a Registration Statement on Form
SB-2 (the "Registration Statement"). In rendering the opinion set forth below,
we do not express any opinion concerning law other than the federal law of the
United States and the corporate law of the State of Connecticut.

     We have examined originals or copies, certified or otherwise identified, of
such documents, corporate records and other instruments, and have examined such
matters of law, as we have deemed necessary or advisable for purposes of
rendering the opinion set forth below. As to matters of fact, we have examined
and relied upon the representations of the Company contained in the Registration
Statement and, where we have deemed appropriate, representations or certificates
of officers of the Company or public officials.

     We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to the originals of all documents submitted to us as
copies. In making our examination of any documents, we have assumed that all
parties had the corporate power and authority to enter into and perform all
obligations thereunder, and, as to such parties, we have also assumed the due
authorization by all requisite action, the due execution and delivery of such
documents and the validity and binding effect and enforceability thereof.

     Based on the foregoing, we are of the opinion that the Shares to be issued
and sold by the Company have been duly authorized and, when issued and sold as
contemplated in the Registration Statement, will be validly issued and
outstanding, fully paid and non-assessable.



     In rendering the opinion set forth above, we have not passed upon and do
not purport to pass upon the application of securities or "blue-sky" laws of any
jurisdiction (except federal securities laws).

     We consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Matters" in
the Prospectus which is part of such Registration Statement.


                                       Very truly yours,


                                       TYLER COOPER & ALCORN, LLP


                                       By:
                                          -----------------------------
                                               William W. Bouton, III