EXHIBIT 5

                              SALZMANN HUGHES, P.C.
                                Attorneys at Law
                                  3 Park Plaza
                              Wyomissing, PA 19610
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                             Telephone 610-898-8500
                                Fax 610-898-8050


                                  June 19, 2006


Board of Directors
Royal Bancshares of Pennsylvania, Inc.
732 Montgomery Avenue
Narberth, PA 19072

Re:      Royal Bancshares of Pennsylvania, Inc.
         Stock Option and Appreciation Right Plan
         Registration Statement on Form S-8

Gentlemen:

         This opinion is rendered in connection with the Registration Statement
being filed on Form S-8 with the Securities and Exchange Commission under the
Securities Act of 1933 ("Registration Statement"), under which 150,000 shares of
Class A common stock of Royal Bancshares of Pennsylvania, Inc. (the "Company"),
par value $2.00 per share ("Shares"), are to be registered pursuant to the
Company's Stock Option and Appreciation Right Plan (the "Plan").

         In connection with our representation of the Company, as a basis for
our opinions hereinafter set forth, we have examined the Registration Statement,
including the exhibits thereto, the Company's Articles of Incorporation, the
Company's Bylaws, the Plan and such other documents as we have deemed
appropriate in rendering this opinion. As to matters of fact, we have relied on
representations of officers of the Company. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the authenticity of all documents submitted to us as
copies of originals.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares are duly and validly authorized and when issued and sold as contemplated
by the Plan and the Registration Statement, will be legally and validly issued,
fully paid and non-assessable shares of capital stock of the Company.

         This opinion is being furnished to you solely for submission to the
Securities and Exchange Commission as an exhibit to the Registration Statement
and, accordingly, may not be relied upon, quoted in any manner to, or delivered
to any other person or entity, without in each instance our prior written
consent.

         Our opinion is limited to the Business Corporation Law of the
Commonwealth of Pennsylvania, as amended, including the statutory provisions and
all applicable provisions of the Constitution of the Commonwealth of
Pennsylvania, and the federal securities laws, each as in effect on the date
hereof. We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.


                              Very truly yours,
                              SALZMANN HUGHES, P.C.


                              /s/ Salzmann Hughes, P.C.
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