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                  EXHIBIT 5: OPINION OF KILPATRICK STOCKTON LLP

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November 24, 2008


Delanco Bancorp, Inc.
615 Burlington Avenue
Delanco, New Jersey 08075

         RE:      DELANCO BANCORP, INC. 2008 EQUITY INCENTIVE PLAN

Board Members:

         We have been requested by Delanco Bancorp, Inc., a federal corporation
(the "Company"), to issue our opinion in connection with the registration of
shares of the Company's common stock, par value $0.01 per share, under the
Securities Act of 1933, as amended (the "Securities Act"). The registration
statement on Form S-8 (the "Registration Statement") covers 112,141 shares that
may be issued upon the exercise of stock options or upon the grant of restricted
stock awards under the Delanco Bancorp, Inc. 2008 Equity Incentive Plan (the
"Plan").

         We have made such legal and factual examinations and inquiries as we
have deemed advisable for the purpose of rendering this opinion. In our
examination, we have assumed but have not verified (i) the genuineness of all
signatures; (ii) the authenticity of all documents submitted to us as originals;
(iii) the conformity with the originals of all documents supplied to us as
copies; and (iv) the accuracy and completeness of all corporate records and
documents and of all certificates and statements of fact, in each case given or
made available to us by the Company or its subsidiaries.

         Based on the foregoing, and limited in all respects to federal law, it
is our opinion that the shares reserved for issuance under the Plan are duly
authorized and, with respect to the shares issuable upon the exercise of stock
options granted or to be granted under the Plan, upon payment for such shares,
and, with respect to awards of shares under the Plan, upon issuance of such
shares, in the manner described in the Plan, the shares will be validly issued,
fully paid and nonassessable.

         We note that, although certain portions of the Registration Statement
(the financial statements and schedules) have been included therein (through
incorporation by reference) on the authority of "experts" within the meaning of
the Securities Act, we are not experts with respect to any portion of the
Registration Statement, including, without limitation, the financial statements
or schedules or the other financial information or data included therein.

         We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of the
name of our firm under the heading "Interests of Named Experts and Counsel"
therein.

                                          Very truly yours,
                                          KILPATRICK STOCKTON LLP


                                          By: /s/ Thomas P. Hutton
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                                              Thomas P. Hutton, a Partner