EXHIBIT 5.1















                                October 26, 1999




Lakeland Bancorp, Inc.
250 Oak Ridge Road
Oak Ridge, NJ 07437

Gentlemen:

          You have requested our opinion,  as your counsel,  in connection  with
the filing by Lakeland Bancorp, Inc. (the "Company") of a Registration Statement
on Form S-3  covering  the  registration  of  300,000  additional  shares of the
Company's  Common Stock, no par value (the "Common  Stock"),  in connection with
the  Lakeland  Bancorp, Inc. Automatic Dividend Reinvestment and Stock  Purchase
Plan (the "Plan").

          We have examined and relied upon originals or copies, authenticated or
certified to our  satisfaction,  of all such  corporate  records of the Company,
communications or certifications of public officials,  certificates of officers,
directors and  representatives  of the Company,  and such other  documents as we
have  deemed  relevant  and  necessary  as the basis of the  opinions  expressed
herein.  In making such  examination,  we have  assumed the  genuineness  of all
signatures,  the authenticity of all documents tendered to us as originals,  and
the  conformity  to  original  documents  of all  documents  submitted  to us as
certified or photostatic copies.

          Based upon the foregoing and relying upon statements of fact contained
in the documents  which we have examined,  we are of the opinion that the shares
of Common Stock covered by the Registration Statement,  will be , when issued in
accordance  with  the  terms  of  the  Plan,  legally  issued,  fully  paid  and
non-assessable.



          We hereby  consent to the filing of this  opinion as an exhibit to the
Registration Statement,  and any amendment thereto, and to all references to our
firm included in or made part of the Registration Statement.


Very truly yours,


LOWENSTEIN SANDLER PC



By:  /s/Laura R. Kuntz
       Laura R.  Kuntz