EXHIBIT 5


                            July 24, 2001



Board of Directors
First Keystone Corporation
111 West Front Street
Berwick, PA 18603

          RE:  First Keystone Corporation
               Registration Statement on Form S-3
               Our File No. 750-01

Ladies and Gentlemen:

     We have acted as Special Corporate Counsel to First Keystone
Corporation, a Pennsylvania business corporation (the "Corporation")
in connection with its registration statement on Form S-3 (the
"Registration Statement") pertaining to the Corporation's Dividend
Reinvestment and Stock Purchase (the "Plan") to be filed with the
Securities and Exchange Commission relating to the registration of
100,000 shares of its common stock available for issuance pursuant to
the Corporation's Plan.

     In connection with the foregoing, we have examined the following
documents:

     *    The Corporation's Articles of Incorporation, as amended;

     *    The Corporation's amended and restated Bylaws;

     *    Resolutions adopted by the Corporation's Board of Directors
          on May 22 and July 24, 2001, relating to the Registration
          Statement, certified by the Corporate Secretary;

     *    The Plan; and

     *    The Registration Statement.

     In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity with the original documents of documents
submitted to us as copies.  As to any facts material to our opinion,
we have, to the extent that relevant facts were not independently
established by us, relied on certificates of public officials and
certificates, oaths and declarations of officers or other
representatives of the Corporation.





     On the basis of the foregoing and in reliance thereon, it is our
opinion that the Corporation's common stock, par value $2.00 per
share, issuable under the Plan, when issued in accordance with the
provisions of the Plan and the Registration Statement, will be
legally and validly issued, fully paid, and non-assessable.

     In giving the foregoing opinion, we have assumed that the
Corporation will have, at the time of the issuance of common stock
under the Plan, a sufficient number of authorized shares available
for issue.

     We consent to the use of this opinion as an exhibit to the
Corporation's Registration Statement on Form S-3 and to the reference
to our firm appearing in the prospectus filed as part of the
Registration Statement, filed by the Corporation with the Securities
and Exchange Commission, relating to the Plan, as well as to any
amendments or supplements thereto.  In giving this consent, we do not
admit that we come within the category of persons whose consent is
required under Sections 7 or 11 of the Securities Act of 1933, as
amended, or the rules and regulations thereunder.

                                   Very truly yours,

                                   SHUMAKER WILLIAMS, P.C.

                                   By: /s/ Nicholas Bybel, Jr.
                                       Nicholas Bybel, Jr.