Exhibit 5.1

                                                 1500 Fleet Center
                                                 Providence, Rhode Island 02903
                                                 401 274-2000
                                                 FAX:  401 277-9600


HINCKLEY, ALLEN & SNYDER                                                       
Attorneys at Law


                                                                October 21, 1998

Providence and Worcester Railroad Company
75 Hammond Street
Worcester, MA 01610

     RE: Registration Statement on Form S-8 for Anniversary Stock Plan

Ladies and Gentlemen:

     We have acted as counsel to Providence and Worcester  Railroad  Company,  a
Rhode Island  corporation,  (the "Company") in connection with the filing by the
Company of a Registration  Statement on Form S-8 (the "Registration  Statement")
with the  Securities  and  Exchange  Commission  relating to 5,000 shares of the
Company's common stock, par value $.50 per share (the "Common Stock"),  issuable
under its Anniversary Stock Plan (the "Plan").

     In connection  with this opinion,  we have examined the Company's  Charter,
By-laws,  the  Registration  Statement,  corporate  proceedings  of the  Company
relating  to the  issuance  of  the  Common  Stock,  the  Plan  and  such  other
instruments and documents as we have deemed relevant under the circumstances.

     In making the aforesaid examination, we have assumed the genuineness of all
signatures and the conformity to original  documents of all copies  furnished to
us as original or photostatic copies.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Common  Stock which may be issued  under the Plan has been duly  authorized  and
when  issued in  accordance  with the terms of the Plan will be validly  issued,
fully paid and non-assessable.

     We hereby  consent  to the use of our  opinion  as  herein  set forth as an
exhibit  to the  Registration  Statement.  This  opinion is  rendered  to you in
connection with the  Registration  Statement,  and except as consented to in the
preceding  sentence,  may not be relied upon or furnished to any other person in
any context.  In giving such consent, we do not thereby admit that we are within
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities  Act of 1933 or the  rules  and  regulations  of the  Securities  and
Exchange Commission thereunder.

                                                   Very truly yours,

                                                   /s/ Hinckley, Allen & Snyder