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                                  June 25, 2003



Board of Directors
Pamrapo Bancorp, Inc.
611 Avenue C
Bayonne, New Jersey  07002

      Re:   Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan

Gentlemen:

      We have been requested by Pamrapo Bancorp, Inc., a New Jersey corporation,
(the "Company") to issue a legal opinion in connection with the  registration of
154,380 shares of the Company's common stock,  $0.01 par value (the "Shares") on
Form S-8 under the  Securities  Act of 1933.  The Shares may be issued  upon the
exercise of outstanding  options  granted under the Pamrapo  Bancorp,  Inc. 2003
Stock-Based Incentive Plan (the "Plan").

      We have made such  legal and  factual  examinations  and  inquiries  as we
deemed advisable for the purpose of rendering this opinion.  In our examination,
we have  assumed and have not verified (i) the  genuineness  of all  signatures,
(ii) the authenticity of all documents  submitted to us as originals,  (iii) the
conformity  with the  originals of all documents  supplied to us as copies,  and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company and their respective subsidiaries.

      Based on the  foregoing  and limited in all respects to New Jersey law, it
is our opinion that the Shares have been duly  authorized  and, upon payment for
and  issuance  of the  Shares  in the  manner  described  in the  Plan  and  the
outstanding  option  agreements,  they will be  legally  issued,  fully paid and
nonassessable.

      The following provisions of the Company's Certificate of Incorporation may
not be given  effect by a court  applying New Jersey law, but in our opinion the
failure to give effect to such provisions  will not affect the duly  authorized,
validly  issued,  fully paid and  nonassessable  status of the Company's  common
stock:




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Board of Directors
June 25, 2003
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            Article NINTH,  which authorizes the Board to consider the effect of
            any offer to  acquire  the  Company  on  constituencies  other  than
            stockholders in evaluating any such offer.

      This opinion is rendered to you solely for your benefit in connection with
the  issuance of the Shares as described  above.  This opinion may not be relied
upon by any other person or for any other purpose,  and it should not be quoted,
in whole or in part, or otherwise  referred to or furnished to, any governmental
agency  (other than filed with the  Securities  and  Exchange  Commission  as an
exhibit to the aforementioned  Registration Statement on Form S-8, in which this
opinion is contained),  or any other person or entity, without the prior written
consent of this firm.

      We note that,  although certain portions of the Registration  Statement on
Form S-8 (the financial  statements and  schedules)  have been included  therein
(through  incorporation  by reference) on the authority of "experts"  within the
meaning of the Securities Act, we are not experts with respect to any portion of
the  Registration  Statement,   including,  without  limitation,  the  financial
statements  or schedules or the other  financial  information  or data  included
therein.

      We hereby  consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's Registration Statement on Form S-8.

                                Very truly yours,

                                /s/ Muldoon Murphy & Faucette LLP

                                MULDOON MURPHY & FAUCETTE LLP