EXHIBIT 5/EXHIBIT 23.1
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                   Opinion of Thacher Proffitt & Wood LLP





                 [LETTERHEAD OF THACHER PROFFITT & WOOD LLP]




May 13, 2004


Board of Directors
Slade's Ferry Bancorp
100 Slade's Ferry Avenue
Somerset, MA 02726

         Re:  Registration Statement on Form S-8
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Members of the Board:

      We have acted as counsel for Slade's Ferry Bancorp, a Massachusetts
corporation (the "Company"), in connection with the filing of a
registration statement on Form S-8 under the Securities Act of 1933, as
amended ("Registration Statement") with respect to 300,000 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"), to
be offered pursuant to the Slade's Ferry Bancorp 2004 Equity Incentive Plan
(the "Plan").

      In rendering the opinion set forth below, we do not express any
opinion concerning law other than the laws of the Commonwealth of
Massachusetts and the federal securities laws of the United States.

      We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as
we have deemed necessary or advisable for purposes of this opinion.  As to
matters of fact, we have examined and relied upon the Plan described above
and, where we have deemed appropriate, representations or certificates of
officers of the Company or public officials.  We have assumed the
authenticity of all documents submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity
to the originals of all documents submitted to us as copies.





      Based on the foregoing, we are of the opinion that the shares of
Common Stock that are being registered pursuant to the Registration
Statement have been duly authorized and, when issued and paid for in
accordance with the terms of the Plan, such shares will be validly issued,
fully paid and non-assessable.

      This opinion is given solely for the benefit of the Company and
purchasers of shares under the Plan, and may not be relied upon by any
person or entity, nor quoted in whole or in part, or otherwise referred to
in any document without our express written consent.

      We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm's name therein.

                                       Very truly yours,

                                       THACHER PROFFITT & WOOD LLP

                                       By: /s/ Richard A. Schaberg, Esq.
                                           Richard A. Schaberg, Esq.