September __, 1997



Sovereign Capital Trust I
Sovereign Bancorp, Inc.
c/o Sovereign Bancorp, Inc.
1130 Berkshire Boulevard
Wyomissing, PA  19610

Ladies and Gentlemen:

     We have acted as special counsel to Sovereign Bancorp, Inc.,
a Pennsylvania corporation (the "Company"), and Sovereign Capital
Trust I, a business trust formed under the Business Trust Act of
the State of Delaware (Chapter 38, Title 12, of the Delaware
Code, 12 Del. C. Sections 3801 et seq.) (the "Trust"), in connection
with the preparation of the Registration Statement on Form S-4
(the "Registration Statement") to be filed by the Company and the
Trust with the Securities and Exchange Commission (the
"Commission") on the date hereof.  The Registration Statement
relates to the registration under the Securities Act of 1933, as
amended (the "Act"), of $100,000,000 aggregate liquidation amount
of 9.00% Exchange Subordinated Capital Income Securities (the
"Capital Securities") in connection with a proposed exchange
offer (the "Exchange Offer").

     The Capital Securities are to be issued pursuant to the
Amended and Restated Declaration of Trust of the Trust, dated as
of March 24, 1997 (the "Declaration"), among Jay S. Sidhu,
Karl D. Gerhart, Lawrence M. Thompson, Jr., and Mark McCollum, as
administrative trustees, The Bank of New York, as property
trustee (the "Property Trustee"), The Bank of New York
(Delaware), as Delaware trustee and the Company, as sponsor.

     This opinion is being furnished in accordance with the
requirements of Item 601(b) (5) of Regulation S-K under the Act.

     In connection with this opinion, we have examined originals
or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement; (ii) an executed copy of the
Registration Rights Agreement, dated as of March 24, 1997 (the
"Registration Rights Agreement"), among the Company, the Trust
and Lehman Brothers Inc., Montgomery Securities, Smith
Barney Inc. and Ryan, Beck & Co.; (iii) the form of the Capital
Securities and a specimen certificate thereof; (iv) the
Certificate of Trust of the Trust filed with the Secretary of
State of the State of Delaware on March 11, 1997; and (v) the
Declaration.  We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such
other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth
herein.

          In our examination, we have assumed the legal capacity
of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the
originals of such latter documents.  In making our examination of
executed documents, we have assumed that all parties thereto had
the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties.  As to any
facts material to the opinions expressed herein which we did not
independently establish or verify, we have relied upon oral or
written statements and representations of officers, trustees and
other representatives of the Company, the Trust and others.

     Members of our firm are admitted to the Bar of the State of
Delaware, and we do not express any opinion has to the laws of
any other jurisdiction.

     Based upon and subject to the foregoing, we are of the
opinion that:

          1.   The Capital Securities have been duly authorized
for issuance by the Trust, and when (i) the Registration
Statement becomes effective and the Declaration has been
qualified under the Trust Indenture Act of 1939, as amended, and
(ii) the Capital Securities are duly executed, authenticated and
issued in accordance with the Declaration and delivered and
issued in the Exchange Offer as contemplated by the Registration
Rights Agreement and the Registration Statement, the Capital
Securities will represent, subject to the qualifications set
forth in paragraph 2 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

          2.   The holders of the Capital Securities will be
entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under
the General Corporation Law of the State of Delaware.  We bring
to your attention, however, that the holders of the Capital
Securities may be obligated, pursuant to the Declaration, to
(i) provide indemnity and/or security in connection with, and pay
taxes or governmental charges arising from, transfers of Capital
Securities and the issuance of replacement Capital Securities and
(ii) provide security and indemnity in connection with requests
of or directions to the Property Trustee and to exercise its
right and powers under the Declaration.

     We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement.  We also
consent to the reference to our firm under the caption "Validity
of Exchange Securities" in the Registration Statement.  In giving
this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.  This
opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes in the facts
stated or assumed herein or of any subsequent changes in
applicable law.

                                   Very truly yours,