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                                   EXHIBIT 5

                       OPINION OF SHUMAKER WILLIAMS, P.C.


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                                  May 29, 2001



J. David Lombardi, President
FIRST NATIONAL COMMUNITY BANCORP, INC.
102 E. Drinker Street
Dunmore, Pennsylvania 18512-2491


                  Re:      FIRST NATIONAL COMMUNITY BANCORP, INC.
                           Registration Statement on Form S-8
                           Our File No. 566-00

Dear Mr. Lombardi:

         We have acted as Special Corporate Counsel to First National Community
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 Independent Directors Stock Option
Plan (the "Plan").

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

         1.       the Corporation's Articles of Incorporation;
         2.       the Corporation's Bylaws;
         3.       the Minutes of the Board of Directors meeting on August 30,
                  2000 authorizing the Plan and authorizing preparation and
                  filing of the Registration Statement;
         4.       the Corporation's 2001 Proxy Statement, regarding proposal
                  of the Plan;
         5.       the Corporation's Certificate of Judges of Election indicating
                  shareholder approval of the Plan;
         6.       the Plan; and
         7.       the Registration Statement.



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J. David Lombardi, President
FIRST NATIONAL COMMUNITY BANCORP, INC.
May 29, 2001
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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 $1.25 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.