Exhibit 5


                                November 29, 2005

Board of Directors
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, Maryland 20832

         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         As special counsel to Sandy Spring Bancorp, Inc. (the "Company") I have
participated in the preparation of the Company's Registration Statement on Form
S-3 to be filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to the proposed public offering of
shares of the Company's common stock, as set forth in the registration statement
(the "Shares").

         As counsel to the Company, I have examined such corporate records,
certificates, and other documents of the Company, and made such examinations of
law and inquiries of such officers of the Company, as I have deemed necessary or
appropriate for purposes of this opinion. Based upon such examinations I am of
the opinion that the Shares, when sold in the manner and to the extent set forth
in the Registration Statement, will be duly authorized, validly issued, fully
paid, and non-assessable shares of the common stock of the Company.

         I hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form S-3 filed by the Company and the reference to my
firm under the caption "Legal Matters" in the prospectus forming a part of the
Registration Statement.

                                                       Very truly yours,


                                                       /s/ James I. Lundy, III