Exhibit 5.2


                  [Letterhead of Barley Snyder LLC]




                                                         [DATE]


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

          Re: Form of Opinion Re: Common Stock and Preferred Stock
              ----------------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Fulton Financial Corporation, a Pennsylvania
corporation (the "Company"), in connection with the preparation and filing of
the registration statement on Form S-3 (the "Registration Statement") by the
Company under the Securities Act of 1933, as amended, relating to the
registration of (i) the Common Stock of the Company (the "Common Stock") and
(ii) the Preferred Stock of the Company (the "Preferred Stock").

     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.

     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, 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

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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 may be a party or to
which the Company 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 on the foregoing, we are of the opinion that:

     1. The Common Stock has been duly authorized and, when issued as
contemplated in the Registration Statement and any prospectus supplement with
respect thereto filed pursuant to 17 CFR Section 424 ("Section 424"), will be
validly issued and outstanding, fully paid and non-assessable.

     2. When the specific terms of the Preferred Stock have been specified in a
Statement with Respect to Shares filed with the Pennsylvania Department of
State, such Preferred Stock will have been duly authorized and, when issued as
contemplated in the Registration Statement and any prospectus supplement with
respect thereto filed pursuant to Section 424, will be validly issued and
outstanding, fully paid and non-assessable.

     In rendering this opinion letter, we do not express any opinion concerning
any law other than the law of the Commonwealth of Pennsylvania 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.

     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 Section 424, under the heading Legal Matters.


                                                   Very truly yours



                                                   Barley Snyder LLC