EXHIBIT 5.1


             [LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]


                                 April 26, 2001


Penn Treaty American Corporation
3440 Lehigh Street
Allentown, Pennsylvania  18103

     Re:  Penn Treaty American Corporation - Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel for Penn Treaty American Corporation, a
Pennsylvania corporation ("Penn Treaty"), and are rendering this opinion in
connection with a Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"),
relating to the registration under the Act of: (i) unsecured senior debt
securities and unsecured subordinated debt securities of Penn Treaty (the
"Debt Securities"); (ii) shares of common stock, $.10 par value per share, of
Penn Treaty (the "Common Stock"); (iii) shares of series preferred stock,
$1.00 par value per share, of Penn Treaty (the "Preferred Stock"); and (iv)
warrants of Penn Treaty to purchase any of the Debt Securities, Common Stock
or Preferred Stock (the "Warrants").

     We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the Registration Statement and all exhibits thereto. We
have also examined such corporate records and other documents and instruments,
made such inquiries of officers and representatives of Penn Treaty and
considered such matters of law as we have deemed appropriate as the basis for
the opinions hereinafter set forth. In delivering this opinion, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified, photostatic or
conformed copies, the authenticity of originals of all such latter documents and
the accuracy and completeness of all records, information and statements
submitted to us by officers and representatives of Penn Treaty.

     Based upon and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, we are of the opinion that:

     1. Assuming that any indentures and any Debt Securities to be entered into
in connection with the issuance of such Debt Securities have been duly
authorized, when (i) an indenture in respect of the Debt Securities has been
duly executed and delivered, (ii) the terms of the Debt Securities and of
their issuance and sale have been duly established in accordance with the
applicable indenture relating to such Debt Securities so as not to violate
any applicable law or result in a default under or breach of any agreement or
instrument binding upon



Penn Treaty and so as to comply with any requirement or restriction imposed
by any court or governmental or regulatory body having jurisdiction over Penn
Treaty, and (iii) the Debt Securities have been duly executed and authenticated
in accordance with the applicable indenture relating to such Debt Securities and
duly issued and delivered by Penn Treaty in the manner contemplated in the
Registration Statement and any prospectus supplement relating thereto, the Debt
Securities (including any Debt Securities duly issued (x) upon exchange or
conversion of any shares of Preferred Stock that are exchangeable or convertible
into Debt Securities or (y) upon exercise of any Warrants exercisable for Debt
Securities) will constitute valid and binding obligations of Penn Treaty,
enforceable in accordance with their terms, subject to (a) bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or other similar
laws now or hereinafter in effect relating to or affecting the enforcement of
creditors' rights generally and (b) general principles of equity (regardless of
whether considered in a proceeding at law or in equity).

     2. When (i) the shares of Common Stock have been duly and properly
authorized for issuance, and (ii) the shares of Common Stock have been duly
issued, sold and delivered as contemplated in the Registration Statement and any
prospectus supplement relating thereto, the shares of Common Stock (including
any Common Stock duly issued (x) upon the conversion or exchange of any Debt
Securities that are convertible or exchangeable into Common Stock, (y) upon the
exchange or conversion of any shares of Preferred Stock that are exchangeable or
convertible into Common Stock or (z) upon the exercise of any Warrants
exercisable for Common Stock), will be legally issued, fully paid and
non-assessable.

     3. When (i) the Preferred Stock has been duly and properly authorized for
issuance and an amendment to the Restated and Amended Articles of Incorporation
of Penn Treaty classifying the Preferred Stock and setting forth the terms
thereof has been filed, and (ii) the shares of Preferred Stock have been duly
issued and paid for in the manner contemplated in the Registration Statement and
any prospectus supplement relating thereto, the shares of Preferred Stock will
be legally issued, fully paid and non-assessable.

     4. Assuming that a Warrant Agreement relating to the Warrants (the "Warrant
Agreement") has been duly authorized, when (i) the Warrant Agreement has been
duly executed and delivered, (ii) the terms of the Warrants and of their
issuance and sale have been duly established in conformity with the Warrant
Agreement relating to such Warrants so as not to violate any applicable law or
result in default under or breach of any agreement or instrument binding upon
Penn Treaty and so as to comply with any requirement or restriction imposed by
any court or governmental or regulatory body having jurisdiction over Penn
Treaty, and (iii) the Warrants have been duly executed and countersigned in
accordance with the Warrant Agreement relating to such Warrants and issued and
sold in the form and in the manner contemplated in the Registration Statement
and any prospectus supplement relating thereto, such Warrants will constitute
valid and binding obligations of Penn Treaty, enforceable in accordance with
their terms, subject to (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium and other similar laws now or hereafter in effect relating
to or affecting creditors' rights generally and (b) general principles of equity
(regardless of whether considered in a proceeding at law or in equity).




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     We express no opinion as to the law of any jurisdiction other than the
federal law of the United States and the law of the Commonwealth of
Pennsylvania.

     We hereby consent to the sole use of this opinion as an exhibit to a
Current Report on Form 8-K which is incorporated by reference in the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus included in the Registration Statement. This opinion
is not to be used, circulated, quoted, referred to or relied upon by any other
person or for any other purpose without our prior written consent.

                                     Very truly yours,

                                     /s/ Ballard Spahr Andrews & Ingersoll, LLP







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