EXHIBIT 5.1

              OPINION AND CONSENT OF DUANE, MORRIS & HECKSCHER LLP




                   [DUANE, MORRIS & HECKSCHER LLP LETTERHEAD]



                                November 2, 2001


NBT Bancorp Inc.
52 South Broad Street
Norwich, New York  13815

Gentlemen:

         We have acted as counsel to NBT Bancorp Inc. (the "Company"), in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relative to the offer and
sale by the Company of up to 20,000 shares (the "Shares") of the Company's
common stock, $.01 par value per share ("Common Stock"), pursuant to the NBT
Bancorp Inc. Directors Restricted Stock Plan (the "Plan").

         As counsel to the Company, we have examined and relied upon originals
or copies, authenticated or certified to our satisfaction, of all such corporate
records of the Company, including the resolutions of the Company's board of
directors and other records relating to the authorization, registration, sale,
and issuance of the Shares, communications or certifications of public officials
and such other documents as we have deemed relevant and necessary as the basis
of the opinions expressed herein. In making such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents tendered to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies.

         Based upon the foregoing, we are of the opinion that the Shares to be
issued by the Company, when issued in accordance with the terms and conditions
of the Plan, will be validly issued, fully paid, and non-assessable.

         We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement and any amendment thereto.

                                   Sincerely,

                                   /s/ DUANE, MORRIS & HECKSCHER LLP