Exhibit 5.1


                   [Letterhead of Thacher Proffitt & Wood LLP]




                                             January 20, 2006

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

     Re: Opinion Re: Capital Securities, Debt Securities and Guarantee
         -------------------------------------------------------------

Ladies and Gentlemen:

     We have acted as special counsel to Fulton Financial Corporation, a
Pennsylvania corporation (the "Company"), and Fulton Capital Trust I, a Delaware
statutory trust (the "Trust"), in connection with the preparation and filing of
the registration statement on Form S-3ASR- Automatic Shelf Registration
Statement Nos. 333-130718 and 333-130718-04 (the "Registration Statement") by
the Company and the Trust 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 the Trust (the "Junior Subordinated Debt Securities"),
(ii) the Capital Securities of the Trust (the "Capital Securities") and (iii)
the Guarantee of the Company with respect to the Capital Securities of the Trust
(the "Guarantee").

     The Capital Securities of the Trust will be issued under an Amended and
Restated Declaration of Trust of the Trust (the "Amended Declaration").
Concurrently at such time as the Trust issues and sells the Capital Securities,
the Trust will issue and sell to the Company the Trust's Common Securities.

     The 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 Junior Subordinated Debt Securities pursuant to an Indenture (the
"Indenture").

     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

                                                                          Page 2

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
Trust, 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 the Junior Subordinated Debt Securities of
the Company have been specified in the Indenture duly executed by a duly
authorized officer of the Company, the Junior Subordinated Debt Securities, when
executed and authenticated in the manner provided for in the Indenture and
delivered against payment therefor in accordance with the related subscription
agreement and the 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 the 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 the Trust have been
specified in the Amended Declaration duly executed by a duly authorized officer
of the Company, the administrators of the Trust and the trustees with respect to
the Trust, such Capital Securities, when executed and authenticated in the
manner provided for in the Amended Declaration and delivered against payment
therefor in accordance with the related purchase agreement and such

                                                                          Page 3

Amended Declaration, will be validly issued, fully paid and nonassessable, will
constitute valid and binding obligations of the Trust and will entitle the
holders thereof to the benefits of the 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 the 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 Guarantee of the Company have been
specified in the Guarantee Agreement duly executed by a duly authorized officer
of the Company, the Guarantee, when executed and delivered by the Company in
accordance with the 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 the 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.

     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

                                                                          Page 4

Statement, or prospectus supplement with respect thereto filed pursuant to 17
CFR Section 424, under the heading Legal Matters.

                                       Very truly yours,



                                       /s/ Thacher Proffitt & Wood LLP
                                       -----------------------------------------
                                       Thacher Proffitt & Wood LLP