Exhibit 5.1

                   [Letterhead of Thacher Proffitt & Wood LLP]



                                                   [DATE]

Fulton Financial Corporation
One Penn Square
P.O. Box 4887
Lancaster, Pennsylvania 17604

      Re: Form of Opinion Re: Capital Securities, Debt Securities and Guarantees
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Ladies and Gentlemen:

     We have acted as special counsel to Fulton Financial Corporation, a
Pennsylvania corporation (the "Company"), and Fulton Capital Trust I, Fulton
Capital Trust II, Fulton Capital Trust III and Fulton Capital Trust IV, each a
Delaware statutory trust (each, a "Trust" and collectively, the "Trusts"), in
connection with the preparation and filing of the registration statement on Form
S-3 (the "Registration Statement") by the Company and the Trusts under the
Securities Act of 1933, as amended, relating to the registration of (i) the
Junior Subordinated Debt Securities of the Company to be issued to each of the
Trusts (collectively, the "Junior Subordinated Debt Securities"), (ii) the
Capital Securities of each of the Trusts (collectively, the "Capital
Securities") and (iii) the Guarantees of the Company with respect to the Capital
Securities of each of the Trusts (each a "Guarantee," and collectively, the
"Guarantees").

     The Capital Securities of each of the Trusts will be issued under an
Amended and Restated Declaration of Trust of each Trust (each, an "Amended
Declaration," and collectively, the "Amended Declarations"). Concurrently at
such time as a particular Trust shall issue and sell its Capital Securities,
such Trust will issue and sell to the Company such Trust's Common Securities.

     Each Trust will use the proceeds from the issuance and sale of its Capital
Securities and its Common Securities to purchase an aggregate principal amount
of the Company's Junior Subordinated Debt Securities pursuant to an Indenture
(each, an "Indenture," and collectively, the "Indentures").

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
certificates and records of the Company, public officials and others, and have
examined such matters of law, as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.

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     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, 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. In making our
examination of documents executed by parties other than the Company or the
Trusts, we have assumed that such parties had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents, and the validity and binding effect
and enforceability thereof on such parties. As to any facts material to the
opinions expressed herein which we did not independently establish or verify, we
have relied upon oral or written statements and representations of
representatives of the Company and others and the accuracy of the facts,
information, covenants and representations set forth in the documents described
above. We have assumed the accuracy of all statements of fact, and we did not
independently establish or verify the facts, information, covenants and
representations set forth in the documents described above. We have not, except
as specifically identified herein, been retained or engaged to perform and,
accordingly, have not performed, any independent review or investigation of any
statutes, ordinances, laws, regulations, agreements, contracts, instruments,
corporate records, orders, writs, judgments, rules or decrees to which the
Company or the Trusts may be a party or to which the Company or the Trusts or
any property thereof may be subject or bound. The opinions expressed below, and
all statements herein "to the best of our knowledge," are made in the context of
the foregoing. "To the best of our knowledge" as used herein means the actual
knowledge of our attorneys who have worked on this transaction.

     Based upon and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, we are of the opinion that:

     1. When the specific terms of a series of Junior Subordinated Debt
Securities of the Company have been specified in an Indenture duly executed by a
duly authorized officer of the Company, such Junior Subordinated Debt
Securities, when executed and authenticated in the manner provided for in such
Indenture and delivered against payment therefor in accordance with the
applicable subscription agreement and such Indenture, will be validly issued,
fully paid and nonassessable, will constitute valid and binding obligations of
the Company and will entitle the holders thereof to the benefits of such
Indenture, enforceable against the Company in accordance with its terms, except
as rights to indemnity and contribution thereunder may be limited under
applicable law or public policy, and subject to the qualifications that (i)
enforcement thereof may be limited by bankruptcy, insolvency, receivership,
reorganization, liquidation, voidable preference, moratorium or other laws
(including the laws of fraudulent conveyance and transfer) or judicial decisions
affecting the enforcement of creditors' rights generally or the reorganization
of financial institutions and (ii) the enforceability of the Company's
obligations thereunder is subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and to the effect of certain laws and judicial decisions upon the availability
and enforceability of certain remedies, including the remedies of specific
performance and self-help.

     2. When the specific terms of the Capital Securities of a Trust have been
specified in an Amended Declaration duly executed by a duly authorized officer
of the Company, the

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administrators of the Trust and the trustees with respect to such Trust, such
Capital Securities, when executed and authenticated in the manner provided for
in such Amended Declaration and delivered against payment therefor in accordance
with the applicable purchase agreement and such Amended Declaration, will be
validly issued, fully paid and nonassessable, will constitute valid and binding
obligations of such Trust and will entitle the holders thereof to the benefits
of such Amended Declaration, enforceable against the Trust in accordance with
its terms, except as rights to indemnity and contribution thereunder may be
limited under applicable law or public policy, and subject to the qualifications
that (i) enforcement thereof may be limited by bankruptcy, insolvency,
receivership, reorganization, liquidation, voidable preference, moratorium or
other laws (including the laws of fraudulent conveyance and transfer) or
judicial decisions affecting the enforcement of creditors' rights generally or
the reorganization of financial institutions and (ii) the enforceability of such
Trust's obligations thereunder is subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and to the effect of certain laws and judicial decisions upon
the availability and enforceability of certain remedies, including the remedies
of specific performance and self-help.

     3. When the specific terms of the Guarantees of the Company have been
specified in the applicable Guarantee Agreement duly executed by a duly
authorized officer of the Company, such Guarantees, when executed and delivered
by the Company in accordance with such Guarantee Agreement, will be validly
issued, will constitute valid and binding obligations of the Company and will
entitle the holders thereof to the benefits of such Guarantee Agreement,
enforceable against the Company in accordance with its terms, except as rights
to indemnity and contribution thereunder may be limited under applicable law or
public policy, and subject to the qualifications that (i) enforcement thereof
may be limited by bankruptcy, insolvency, receivership, reorganization,
liquidation, voidable preference, moratorium or other laws (including the laws
of fraudulent conveyance and transfer) or judicial decisions affecting the
enforcement of creditors' rights generally or the reorganization of financial
institutions and (ii) the enforceability of the Company's obligations thereunder
is subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law) and to the
effect of certain laws and judicial decisions upon the availability and
enforceability of certain remedies, including the remedies of specific
performance and self-help.

     We are not licensed to practice law in any jurisdiction other than the
State of New York. In rendering this opinion letter, we do not express any
opinion concerning any law other than the law of the State of New York, the law
of the State of Delaware concerning the treatment of Delaware statutory trusts
and the federal law of the United States of America, and we do not express any
opinion concerning the application of the "doing business" laws or the
securities laws of any jurisdiction other than the federal securities laws of
the United States. We do not express any opinion on any issue not expressly
addressed above.

     We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter is
rendered for the sole benefit of the addressees hereof, and no other person is
entitled to rely hereon. Copies of this opinion letter may not be furnished to
any other person, nor may any portion of this opinion letter be quoted,
circulated or referred to in any other document, without our prior written
consent.

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     We consent to the filing of this form of opinion as an exhibit to the
Registration Statement and to the reference to our name in the prospectus
contained in the Registration Statement, or prospectus supplement with respect
thereto filed pursuant to 17 CFR Section 424, under the heading Legal Matters.

                                               Very truly yours,