July 2, 2002





Board of Directors
Peoples Bankcorp, Inc.
825 State Street
Ogdensburg, New York 13669

     Re:  Peoples Bankcorp, Inc. Management Recognition Plan
          Peoples Bankcorp, Inc. 2000 Stock Option and Incentive Plan
          Registration Statement on Form S-8

Gentlemen:

     We have acted as  counsel to and for  Peoples  Bankcorp,  Inc.,  a New York
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange  Commission of a Registration  Statement on Form S-8
(the  "Registration  Statement")  for  the  purpose  of  registering  under  the
Securities  Act of  1933,  as  amended,  18,814  shares  (the  "Shares")  of the
Company's  common stock,  par value $.01 per share (the "Common Stock") issuable
under the Peoples  Bankcorp,  Inc.  Management  Recognition Plan and the Peoples
Bankcorp, Inc. 2000 Stock Option and Incentive Plan (together, the "Plans").

     In our  capacity as counsel,  we have been  requested to render the opinion
set forth in this letter and, in  connection  therewith,  we have  reviewed  the
following documents:  (i) the Registration Statement;  (ii) the Plans; (iii) the
Company's  Certificate  of  Incorporation  and Bylaws;  (iv) certain  minutes of
meetings or unanimous consents of the Board of Directors of the Company; and (v)
a certificate  of the Secretary of the Company dated July 1, 2002  certifying to
the truth and correctness of (ii), (iii) and (iv).

     In  rendering  this  opinion,  we have  assumed  and relied  upon,  without
independent  investigation,  (i) the authenticity,  completeness,  truth and due
authorization and execution of all documents submitted to us as originals,  (ii)
the genuineness of all signatures on all documents submitted to us as originals,
and (iii) the  conformity to the  originals of all documents  submitted to us as
certified or photostatic copies.

     The law covered by the opinion  expressed herein is limited to the New York
Business Corporation Law.

     This  opinion  letter is given only with  respect  to laws and  regulations
presently in effect. We assume no obligation to advise you of any changes in law
or regulation which may hereafter occur,  whether the same are  retroactively or
prospectively  applied, or to update or supplement this letter in any fashion to
reflect any facts or circumstances which hereafter come to our attention.

     Based upon, and subject to, the  foregoing,  we are of the opinion that the
Shares when issued  pursuant to and in accordance with the Plans will be validly
issued, fully paid and nonassessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration Statement and we further consent to the reference to our firm under
the caption "Legal  Opinion" in the prospectus for each respective Plan to which
the Registration Statement relates  (individually,  the "Prospectus") and to any
reference to our firm in the  Prospectus  as legal  counsel who have passed upon
the legality of the securities offered thereby.

                               Very truly yours,

                               STRADLEY RONON STEVENS & YOUNG, LLP


                               By:/s/ Joan S. Guilfoyle
                                  --------------------------------------------
                                  Joan S. Guilfoyle, A Partner