PA DIRECT DIAL (215) 699-6000
                                                            April 10, 1996
                               
     
     
     Mr. Merrill S. Moyer
     Chairman and President
     Univest Corporation of Pennsylvania
     Broad and Main Streets
     Souderton, PA  18964
     
     Re:  Univest Corporation of Pennsylvania (the "Corporation")
          Registration Statement on Form S-3                     
     
     Dear Mr. Moyer:
     
          We have acted as counsel to the Corporation in connection
     with the Corporation's Registration Statement on Form S-3
     pertaining to the Corporation's Univest Dividend Reinvestment and
     Stock Purchase Plan (the "Plan") which covers 500,000 shares of
     the common stock, $5.00 par value per share, of the Corporation
     which is being filed this date with the U.S. Securities and
     Exchange Commission (the "S-3 Registration Statement").  This
     opinion is being given pursuant to the requirements of the U.S.
     Securities and Exchange Commission's Regulation S-K.
     
          For the purposes of this opinion, we have examined
     originals, or copies of such records, documents or other
     instruments as in our judgment are necessary or appropriate to
     enable us to render the opinion expressed below.  These records,
     documents and instruments included the following: a) the Articles
     of Incorporation of the Corporation, as amended to date; b) the
     Bylaws of the Corporation, as amended to date; and c) all records
     of proceedings and actions of the Board of Directors and of the
     Shareholders of the Corporation relating to the S-3 Registration
     Statement and the transactions contemplated thereby.  We have
     also examined such questions of law as we deemed necessary to
     enable us to render the opinion expressed below.  In all such
     examinations, we have assumed the genuineness of all signatures
     on original and certified documents, and the conformity to
     original or certified documents of all documents submitted to us
     as conformed or photostatic copies.  We have assumed for the
     purposes of this opinion that the S-3 Registration Statement has
     been filed with the U.S. Securities and Exchange Commission and
     has become effective under the Securities Act of 1933, as
     amended.
     
          On the basis of the foregoing, and in reliance thereon, and
     subject to the qualifications set forth below, it is our opinion
     that those shares of $5.00 par value common stock of the
     Corporation issued or distributed pursuant to the S-3
     Registration Statement and the Plan and paid for in accordance
     with the terms of the Plan are duly authorized, validly issued,
     fully paid and non-assessable shares of the Corporation.
     
          This opinion is limited to matters expressly set forth
     herein, and no opinion may be implied or inferred beyond the
     specific language and scope so stated.
     
          Except as provided in the last paragraph of this letter,
     this opinion  may not be quoted in whole or in part, relied upon
     by any other person or entity, filed with any governmental
     agency, or otherwise referred to or utilized for any other
     purpose, without, in each instance, our prior written consent.
     
          We hereby consent to the reference to our firm and to this
     opinion appearing in the Prospectus filed as part of the S-3
     Registration Statement as well as any amendments or supplements
     thereto, and we further consent to the use of this opinion as an
     exhibit to the S-3 Registration Statement.
     
                                   Very truly yours,
     
     
     
                                   /S/Fox, Rothschild, O'Brien & Frankel