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

                       February 19, 2003

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

    Re:    Registration Statement on Form S-8
            2,403,164 Shares of Common Stock

Ladies and Gentlemen:

     We have acted as special counsel to Banknorth Group, Inc., a
Maine corporation ("Banknorth"), 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 2,403,164
shares of Common Stock of Banknorth, par value $0.01 per share
(the "Common Stock") to be issued upon exercise of options
previously granted by American Financial Holdings, Inc.
("American")  pursuant to the American 2000 Stock-Based Incentive
Plan, as amended, the American Bank of  Connecticut 1984 Stock
Incentive Option Plan, the American Bank of Connecticut 1993
Incentive Stock Option Plan, the American Bank of Connecticut
1998 Incentive Stock Option Plan, and the American Bank of
Connecticut Directors Stock Option Plan (the "Plans"), and
converted into options to purchase Common Stock (the "Options")
upon the acquisition of American by Banknorth on February 14,
2003 pursuant to an Agreement and Plan of Merger, dated as of
August 22, 2002, between Banknorth and American (the
"Agreement"). The Registration Statement also registers an
indeterminate number of additional shares which may be necessary
to adjust the number of shares registered thereby for issuance as
the result of a stock split, stock dividend or similar adjustment
of the outstanding Common Stock.  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 prospectuses for the Plans, the Articles of Incorporation and
Bylaws of Banknorth, the Plans, the Agreement, a specimen stock
certificate evidencing the Common Stock of Banknorth 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

Board of Directors
Banknorth Group, Inc.
February 19, 2003
Page 2



Banknorth and such other instruments, certificates and representations
of public officials, officers and representatives of Banknorth as we
have deemed applicable or relevant as a basis for the opinions
set forth below.  In addition, we have assumed, without
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 exercise of
the Options will continue to be validly authorized on the dates
the Common Stock is issued pursuant to the exercise of the
Options; (ii) on the dates the Options are exercised, the Options
will constitute valid, legal and binding obligations of Banknorth
and will be enforceable as to Banknorth 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 Plans,
upon receipt by Banknorth of the consideration required thereby,
as applicable, will be legally issued, fully paid and non-
assessable shares of Common Stock.

     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