Exhibit 5.1

              [Letterhead of Goodwin Procter LLP]

                                     January 3, 2001



Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891

Re:  Registration Statement on Form S-4

Ladies and Gentlemen:

         We have acted as counsel to Washington Trust Bancorp, Inc., a Rhode
Island corporation (the "Corporation"), in connection with the filing of a
Registration Statement on Form S-4 (the "Registration Statement") for the
registration of up to 1,265,205 shares of common stock, par value $.0625 per
share (the "Common Stock"), of the Corporation under the Securities Act of
1933, as amended (the "Act"). In this capacity, we have reviewed the Charter
of the Corporation as certified by the Secretary of State of the State of
Rhode Island, the Registration Statement, including the exhibits thereto, the
corporate proceedings of the Board of Directors of the Corporation relating
to the authorization of the issuance of the Common Stock and the merger (the
"Merger") of First Financial Corp., a Rhode Island corporation ("First
Financial"), with and into the Corporation, and such certificates and other
documents as we deemed necessary or advisable for the purpose of giving the
opinion contained herein.

         Members of our firm are admitted to the Bar of The Commonwealth of
Massachusetts and certain other jurisdictions; however, we express no opinion
as to the laws of any other jurisdiction other than the federal laws of the
United States of America and the Commonwealth of Massachusetts. We note that
the Corporation 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 on the foregoing, we are of the opinion that, upon approval of
the Merger and the matters and transactions contemplated by the Agreement and
Plan of Merger, dated as of November 12, 2001, by and among the Corporation and
First Financial, by the shareholders of First Financial in accordance with the
terms and conditions set forth in the Registration Statement, the filing of the
Articles of Merger with the Secretary of State of the State of Rhode Island, and
the issuance and delivery of the Common Stock to the shareholders of First
Financial pursuant to the Merger, the Common Stock will be duly authorized,
validly issued, fully paid and non-assessable.

         The opinion expressed in this letter is limited to the matters set
forth herein, and no other opinions should be inferred beyond the matters
expressly stated. This letter and the opinion expressed herein are being
furnished to you for your benefit and may not be circulated, quoted from or
otherwise referred to by any other person or for any other purpose without our
prior written consent.




         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Proxy Statement/Prospectus contained therein. In giving our
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Securities and Exchange Commission thereunder.


                                             Very truly yours,



                                             /s/ Goodwin Procter LLP