EXHIBIT 5

                                Law Offices
                   ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
                                 12th Floor
                           734 15th Street, N.W.
                          Washington, D.C.  20005
                         Telephone (202) 347-0300

                               May 23, 2001


Board of Directors
Banknorth Group, Inc.
Two Portland Square
P.O. Box 9540
Portland, Maine  04112-9540

    Re:     Registration Statement on Form S-8
            7,250,000 Shares of Common Stock

Ladies and Gentlemen:

    We have acted as special counsel to Banknorth Group, Inc., a Maine
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 250,000 shares of common
stock, par value $.01 per share ("Common Stock") to be issued under the
Corporation's 401(k) Plan, as amended ("401(k) Plan"), and 7,000,000 shares of
Common Stock to be issued under the Corporation's 1996 Equity Incentive Plan,
as amended ("1996 Equity Plan")(collectively, the "Shares").  The Registration
Statement also registers an indeterminate number of additional shares which
may be necessary under the plans to adjust the number of shares reserved
thereby for issuance as the result of a stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the Corporation.  In addition,
the Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the 401(k) Plan.  We have been requested to
furnish an opinion to be included as an exhibit to the Registration Statement.

    In this regard, we have reviewed the Registration Statement and related
Prospectuses, the Articles of Incorporation and Bylaws of the Corporation, the
401(k) Plan, 1996 Equity Plan, a specimen stock certificate evidencing the
Common Stock of the Corporation and such other corporate records and documents
as we have deemed appropriate for the purposes of this opinion.  We are
relying upon the originals, or copies certified or otherwise identified to our
satisfaction, of the corporate records of the Corporation and such other
instruments, certificates and representations of public officials, officers
and representative of the Corporation as we have deemed applicable or relevant
as a basis for the opinions set forth below.  In addition, we have assumed,
without

Board of Directors
May 23, 2001
Page 2


independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformance in all
respects of copies to originals.  Furthermore, we have made such factual
inquiries and reviewed such laws as we determined to be relevant for the
purposes of this opinion.

    For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to the 401(k) Plan and  the 1996 Equity Plan
will continue to be validly authorized on the dates the Common Stock is issued
pursuant to such plans; (ii) awards under the 1996 Equity Plan will continue
to constitute valid, legal and binding obligations of the Corporation and will
continue to be enforceable as to the Corporation in accordance with their
terms (subject to applicable bankruptcy, moratorium, insolvency,
reorganization and other laws and legal principles affecting the
enforceability of creditors' rights generally); (iii) no change occurs in
applicable law or the pertinent facts; and (iv) the provisions of "blue sky"
and other securities laws as may be applicable have been complied with to the
extent required.

     Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the 401(k) Plan and the 1996 Equity Plan when
issued and sold pursuant to the terms of such plans and upon receipt of the
consideration required thereby, will be legally issued, fully paid and non-
assessable shares of Common Stock of the Corporation.

    We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.


                             Very truly yours,

                             ELIAS, MATZ, TIERNAN & HERRICK L.L.P.

                             By: /s/ Gerard L. Hawkins
                                 --------------------------------
                                 Gerard L. Hawkins, a Partner