Exhibit 5


           [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]



                                          April 29, 2005




P. H. Glatfelter Company
96 S. George Street
Suite 500
York, PA  17401

      Re:   P. H. Glatfelter Company 2005 Long-Term Incentive Plan -
            Registration Statement on Form S-8

Ladies and Gentlemen:

            We have acted as counsel to P. H. Glatfelter Company (the "Company")
in connection with the registration under the Securities Act of 1933, as
amended, of 1,500,000 shares of the Company's common stock, par value $0.01 per
share (the "Shares"), issuable pursuant to awards (the "Awards") granted under
the P. H. Glatfelter Company 2005 Long-Term Incentive Plan (the "Plan"). Awards
made pursuant to the Plan consist of Options, SARs, awards of Restricted Stock
or Restricted Stock Units, Stock Awards, Other Stock-Based Awards or Performance
Awards (as such terms are defined in the Plan).

            In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments and matters of
law as in our judgment are necessary or appropriate to enable us to render the
opinion expressed below. In giving this opinion, we are assuming the
authenticity of all instruments presented to us as originals, the conformity
with the originals of all instruments presented to us as copies and the
genuineness of all signatures.

            The opinion expressed below is based on the assumption that a
Registration Statement on Form S-8 with respect to the Shares will have been
filed by the Company with the Securities and Exchange Commission and will have
become effective before any of the Shares are issued, and that persons acquiring
the Shares will do so strictly in accordance with the terms of the Plan and will
receive a prospectus containing all the information required by Part I of the
Registration Statement on Form S-8 before acquiring such Shares.

P. H. Glatfelter Company
April 29, 2005
Page 2

            Based on the foregoing, we are of the opinion that the Shares, when
issued pursuant to Awards granted under the Plan (including, where applicable,
the payment of any exercise price and the satisfaction of any vesting
restrictions) in accordance with the terms and conditions thereof, will be
legally issued, fully paid and non-assessable.

            This opinion is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of any
changes in the opinions expressed herein resulting from changes in law, changes
in facts or any other matters that hereafter might occur or be brought to our
attention.

            This opinion is limited to the Federal law of the United States of
America and the laws of the Commonwealth of Pennsylvania.

            We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.

                                    Very truly yours,


                              /s/ Ballard Spahr Andrews & Ingersoll, LLP