EXHIBIT 5
National Penn Bank
Philadelphia & Reading Avenues
P. O. Box 547
Boyertown, PA 19512
December 20, 2006
Board of Directors
National Penn Bancshares, Inc.
Philadelphia and Reading Avenues
Boyertown, PA 19512
| | Re: | Dividend Reinvestment and Stock Purchase Plan |
Ladies and Gentlemen:
You have asked me to provide you with my opinion as to whether the common shares, without par value, of National Penn Bancshares, Inc. (the "Company") which may be issued from time to time pursuant to the National Penn Bancshares, Inc. Dividend Reinvestment and Stock Purchase Plan (the "Plan"), when and if such shares are issued pursuant to the Plan, will be duly and validly issued, fully paid and non-assessable.
In connection with this matter, I, as securities counsel to the Company, have reviewed the Business Corporation Law of the Commonwealth of Pennsylvania, the Company's Articles of Incorporation, the Company’s Bylaws, the Plan document, and such other documents and authority as I have deemed necessary under the circumstances to render the opinion hereinafter set forth.
Based upon such review, it is my opinion that the common shares of the Company issuable under the Plan, when and as issued in accordance with the provisions of the Plan document, will, when so issued, be duly and validly issued, fully paid and non-assessable.
I hereby consent to the use of my name in the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement in which it appears.
| Very truly yours, |
| |
/s/ H. Anderson Ellsworth |
| H. Anderson Ellsworth, Esquire |
| Senior Vice President and |
| Securities Counsel |
| Telephone 610-369-6451 |
| Fax 610-369-6349 |
