[ON LETTERHEAD OF BARLEY, SNYDER, SENFT & COHEN, LLC)



                            EXHIBITS 5, 8 and 23(ii)

                  OPINION OF BARLEY, SNYDER, SENFT & COHEN, LLC
                          RE: LEGALITY AND TAX MATTERS

Fulton Financial Corporation
One Penn Square
Lancaster, PA  17604

         Re:      Dividend Reinvestment and
                  Stock Purchase Plan

Dear Ladies and Gentlemen:

         We have acted as counsel to Fulton Financial Corporation ("Fulton
Financial") in connection with the registration under the Securities Act of
1933, as amended, by means of a post-effective amendment to a registration
statement on Form S-3 (the "Registration Statement"), of 1,000,000 shares of the
$2.50 par value common stock of Fulton Financial to be issued pursuant to the
Dividend Reinvestment and Stock Purchase Plan (the "Plan").

         This Opinion Letter is provided pursuant to the requirements of Item
601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission for
inclusion as an exhibit to the Registration Statement.

         This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the American Bar
Association's Section of Business Law (1991), as supplemented or modified by the
Pennsylvania Third-Party Legal Opinion Supplement (the "Pennsylvania
Supplement") of the Pennsylvania Bar Association's Section of Corporation,
Banking and Business Law (1992). As a consequence, this Opinion Letter is
subject to a number of qualifications, exceptions, definitions, limitations on
coverage and other limitations, all as more particularly described in the Accord
and the Pennsylvania Supplement, and this Opinion Letter shall be read in
conjunction therewith. The Law covered by the opinions expressed herein is
limited to the federal law of the United States of America and the law of the
Commonwealth of Pennsylvania.

         Except as otherwise indicated herein, capitalized terms used in this
Opinion Letter are defined and set forth in the Plan, the Accord or the
Pennsylvania Supplement.


September 25, 2001
Page 2

         Based upon and subject to the foregoing, we are of the opinion that:

         1. The shares of Fulton Financial common stock to be issued in
connection with the Plan have been duly authorized and, when issued, will be
legally issued, fully paid and nonassessable.

         2. For federal income tax purposes, a participant in the Plan will be
treated as having received, on the dividend payment date, in addition to any tax
withheld by Fulton Financial in connection with the dividend payment, a dividend
in an amount equal to the number of shares of common stock of Fulton Financial
acquired for the participant's account with reinvested dividends, multiplied by
the price per share at which such shares were acquired, as reported on the
periodic statement of account delivered to each participant.

         3. The per share tax basis of shares acquired by a participant under
the Plan, whether pursuant to reinvested dividends or optional cash payments,
will be the price per share as reported on the periodic statement of account
delivered to each participant after each applicable investment date.

         4. The holding period for shares acquired pursuant to the Plan
will begin on the day after the date the shares are acquired for a participant's
account.

         5. A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account, either upon
the participant's withdrawal of those shares from the Plan or upon termination
of participation in the Plan.

         6. A participant who sells or exchanges shares previously received from
the Plan, or who directs Fulton Financial Advisors to sell his or her Plan
shares, may recognize gain or loss in an amount equal to the difference between
the amount the participant receives for the shares and the participant's tax
basis in such shares.

         7. A participant will recognize gain or loss upon the receipt of a cash
payment for a fractional share credited to the participant's account upon
termination of participation in the Plan. The amount of such gain or loss will
be the difference between the amount the participant receives for the fractional
share and the participant's tax basis in such fractional share.


September 25, 2001
Page 3


                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.

                                              Very truly yours,

                                              BARLEY, SNYDER, SENFT & COHEN, LLC