EXHIBIT 5.1


                        [GOODWIN PROCTER LLP LETTERHEAD]


August 23, 2001


Camden National Corporation
Two Elm Street
Camden, Maine 04843


Ladies and Gentlemen:

We have acted as special counsel to Camden National Corporation, a Maine
corporation (the "Company") in connection with a Registration Statement on Form
S-8 which was filed by the Company under the Securities Act of 1933, as amended,
(the "Registration Statement"), and which registers 110,232 shares of the Common
Stock, no par value, of the Company (the "Shares") to be issued pursuant to the
1993 Stock Option Plan, as amended (the "Plan").  In that capacity, we have
reviewed the articles of incorporation and by-laws of the Company, the
Registration Statement, the corporate action taken by the Company that provides
for the issuance or delivery of the Shares to be issued or delivered pursuant to
the Plan and such other materials and matters as we have deemed necessary for
the issuance of this opinion.

The opinion expressed below is limited to Massachusetts law.  In this regard we
note that the issuance of the Shares is a matter governed by Maine law.  We are
rendering the opinion expressed below, with your permission and consent, as
though the issuance of Shares was a matter governed by the internal laws of the
Commonwealth of Massachusetts.

Based upon the foregoing, we are of the opinion that the Shares have been duly
and validly authorized and upon issuance, delivery and receipt of full
consideration therefor as contemplated in the Registration Statement, will be,
validly issued, fully paid, and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm and to our opinion in the
Registration Statement.

Very truly yours,

Goodwin Procter LLP