September 6, 2002



Yardville National Bancorp
2465 Kuser Road
Hamilton, NJ  08690


                 Re:  Registration Statement on Form S-3
                      ----------------------------------

Ladies and Gentlemen:

                  We have acted as counsel for Yardville National Bancorp, a New
Jersey corporation (the "Company"), in connection with the registration pursuant
to the Securities Act of 1933, as amended (the "Act"), of a public offering by
the Company (the "Offering") of up to 1,725,000 shares (the "Shares") of the
Company's common stock, no par value per share (the "Common Stock").

                  In our capacity as counsel, you have requested that we render
the opinion set forth in this letter and we are furnishing this opinion letter
pursuant to Item 601(b)(5) of Regulation S-K under the Act.

                  We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Company's Registration Statement on
Form S-3 filed by the Company under the Act with the U.S. Securities and
Exchange Commission (the "Commission") on September 6, 2002 (the "Registration
Statement"), (ii) the form of underwriting agreement, filed as Exhibit 1 to the
Registration Statement (the "Underwriting Agreement"), to be entered into by the
Company and by Legg Mason Wood Walker, Incorporated and Sandler O'Neill &
Partners, L.P. (the "Underwriters"), (iii) the Company's Restated Certificate of
Incorporation, as amended, (iv) the Company's By-Laws, (v) certain resolutions
of the Board of Directors of the Company relating to the Offering, and (vi) such
other documents as we have deemed necessary or appropriate for purposes of
rendering the opinion 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 certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinion expressed herein that were not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.











Yardville National Bancorp
Page 2
September 6, 2002



                  The law covered by this opinion letter is limited to the laws
of the State of New Jersey and the Federal laws of the United States of America.

                  Based upon and subject to the foregoing, we are of the
opinion, as of the date hereof, that the Shares will be duly authorized, legally
issued, fully paid and nonassessable when (i) the Board of Directors of the
Company or the Pricing Committee duly appointed by the Board of Directors
authorizes the price per Share, (ii) the duly appointed officers of the Company
and the Underwriters execute and deliver the Underwriting Agreement, and (iii)
the Shares are issued and delivered against payment therefor in accordance with
the terms of the Underwriting Agreement.

                  We hereby consent to the use of this opinion letter as an
exhibit to the Registration Statement and to the reference to this firm under
the caption "Legal Matters" in the prospectus filed as part of the Registration
Statement. In giving this consent, we do not 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 Commission thereunder.

                  As counsel to the Company, we have furnished this opinion
letter to you in connection with the filing of the Registration Statement.
Except as provided in the immediately preceding paragraph, this opinion letter
may not be used, circulated, quoted or otherwise referred to for any purpose or
relied upon by any other person without the express written permission of this
firm.

                                                    Very truly yours,



                                                    /s/ PEPPER HAMILTON LLP