EXHIBIT 5 MCGOWAN, ENGEL, TUCKER, GARRETT & SCHULTZ (A PROFESSIONAL ASSOCIATION INCLUDING A PROFESSIONAL CORPORATION) COUNSELLORS AT LAW 125 HIGH STREET PAUL A. McGOWAN, III HIGH STREET TOWER, SUITE 2601 MARK D. ENGEL BOSTON, MASSACHUSETTS 02110 THOMAS H. TUCKER (617)951-9980 ROBERT W. GARRETT TELECOPIER (617)951-0048 STEPHEN SCHULTZ PETER L. KOFF OF COUNSEL April 11, 1997 Slade's Ferry Bancorp Box 390 Somerset, MA 02726 Dear Sirs: The undersigned has acted as counsel to Slade's Ferry Bancorp ("the Company") which is filing a Registration Statement (SB-2) under the Securities Act of 1933 relating to the registration and proposed offering of 325,000 shares (plus 225,000 additional shares at the Company's option) of the Company's Common Stock, $.01 par value. I have examined the Company's Certificate of Incorporation, its by- laws and such other records and documents as I deem necessary as a basis for this opinion. Based on the foregoing examination, I am of the opinion that: 1. The Company was duly incorporated and is validly existing under the laws of the Commonwealth of Massachusetts; 2. The shares of the Common Stock of the Company being registered will, when issued, be legally issued, fully paid and non-assessable. I hereby consent to the reference to me under the caption "Legal Opinions" in the Prospectus included in the aforementioned Registration Statement. Sincerely, /s/ Thomas H. Tucker Thomas H. Tucker