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                                    EXHIBIT 5

                       OPINION OF SHUMAKER WILLIAMS, P.C.
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                                    June 29, 2000





Larry J. Miller, President
CODORUS VALLEY BANCORP, INC.
P.O. Box 2887
York, PA 17405


                  Re:   CODORUS VALLEY BANCORP, INC.
                        Registration Statement on Form S-8
                        Our File No. 713-00

Dear Mr. Miller:

      We have acted as Special Corporate Counsel to Codorus Valley Bancorp,
Inc., a Pennsylvania corporation (the "Corporation") in connection with its
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission relating to the registration of
100,000 shares of its common stock issuable upon the exercise of options granted
pursuant to the Corporation's 2000 Stock Incentive Plan (the "Plan").

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

      1.    the Corporation's Articles of Incorporation, as amended;

      2.    the Corporation's Bylaws, as amended;

      3.    Resolutions adopted by the Board of Directors on March 28, 2000
            authorizing the Plan;

      4.    Resolutions adopted by the Board of Directors on June 13, 2000
            authorizing preparation and filing of the Registration Statement;

      5.    the Corporation's 2000 Proxy Statement, regarding proposal of the
            Plan;

      6.    the Corporation's Certificate of Judges of Election indicating
            shareholder approval of the Plan;

      7.    the Plan; and

      8.    the Registration Statement.
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Larry J. Miller, President
CODORUS VALLEY BANCORP, INC.
June 29, 2000
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      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 $2.50 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-8, filed by the Corporation with the Securities
and Exchange Commission, relating to the Plan. 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, on the rules
and regulations thereunder.


                                    Very truly yours,

                                    SHUMAKER WILLIAMS, P.C.

                                    /s/ Nicholas Bybel, Jr.

                                    By Nicholas Bybel, Jr.