EXHIBIT 5.a

                       [Letterhead of Goodwin Procter LLP]




                                  July 17, 2003

Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island

        Re:    Legality of Securities to be Registered under
               Registration Statement on Form S-8

Ladies and Gentlemen:

     In accordance with Item 601(b)(5) of Regulation S-K, we are furnishing this
opinion to you in our capacity as counsel to Washington Trust Bancorp, Inc. (the
"Company") in connection  with the  preparation of a  registration  statement on
Form S-8 (the  "Registration  Statement"),  to be filed with the  Securities and
Exchange  Commission under the Securities Act of 1933, as amended,  and relating
to the  registration of up to 600,000 shares (the "Shares") of common stock, par
value  $0.0625 per share,  of the Company,  which may be issued  pursuant to the
Washington  Trust Bancorp,  Inc. 2003 Stock  Incentive  Plan, as amended to date
(the "Plan").

     In  connection  with  rendering  this  opinion,  we have  examined  (i) the
Restated Articles of Incorporation of the Company, as amended,  (ii) the Amended
and  Restated  By-Laws of the  Company,  as amended,  (iii) such  records of the
corporate   proceedings  of  the  Company  as  we  deemed  material,   (iv)  the
Registration  Statement and the exhibits  thereto,  (v) the Plan,  and (vi) such
other certificates,  receipts,  records and documents as we considered necessary
or appropriate  for the purposes of this opinion.  In our  examination,  we have
assumed and have not  independently  verified the genuineness of all signatures,
the legal  capacity of all natural  persons,  the  conformity  to originals  and
authenticity  of all  documents  submitted to us as  certified,  photostatic  or
facsimile copies, and the authenticity of the originals of such copies.

     We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion as to any laws other than the laws of the United States of
America  and The  Commonwealth  of  Massachusetts.  We note,  however,  that the
Company is organized  under the laws of the State of Rhode Island.  Accordingly,
we have  assumed  that  the law of that  state  is  identical  to the law of The
Commonwealth of Massachusetts in all relevant respects and the opinion expressed
below is subject to such assumption.

     Based upon the foregoing, we are of the opinion that, upon the issuance and
delivery of the Shares against payment  therefor in accordance with the terms of
the Plan and the  Registration  Statement,  the Shares  will be legally  issued,
fully paid and nonassessable.

     The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.

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


                                                             Very truly yours,




                                                             GOODWIN PROCTER LLP