EXHIBIT 5.1


                  [MULDOON, MURPHY & FAUCETTE LLP LETTERHEAD]



                               February 18, 2000


Provident Bankshares Corporation
114 East Lexington Street
Baltimore, Maryland 21202

     Re:  Provident Trust II
          Registration Statement on Form S-3
          ----------------------------------

Ladies and Gentlemen:

     We have acted as counsel to Provident Bankshares Corporation, a Maryland
corporation (the "Company"), and Provident Trust II, a Delaware statutory
business trust (the "Trust"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed by
the Company and the Trust with the Securities and Exchange Commission (the
"SEC") for the purpose of registering trust preferred securities (the "Preferred
Securities") of the Trust, subordinated debentures (the "Subordinated
Debentures") of the Company and the guarantee of the Company with respect to the
Preferred Securities (the "Guarantee") under the Securities Act of 1933, as
amended.

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the certificate of
trust (the "Certificate of Trust") filed by the Trust with the Secretary of
State of the State of Delaware on February 11, 2000; (ii) the Company's
resolutions dated February 16, 2000, authorizing the establishment of the Trust
and authorizing the issuance of the Preferred Securities by the Trust and the
Guarantee by the Company; (iii) the Declaration of Trust, dated as of February
11, 2000 with respect to the Trust; (iv) the form of the Amended and Restated
Trust Agreement with respect to the Trust; (v) the form of the Preferred
Securities of the Trust; (vi) the form of Guarantee between the Company and
Bankers Trust Company as trustee; (vii) the form of Subordinated Debentures; and
(viii) the form of the indenture (the "Indenture") between the Company and
Bankers Trust Company, as trustee, in each case in the form filed as an exhibit
to the Registration Statement. We have also examined originals or copies,
certified, or otherwise identified to our satisfaction, of such other documents,
certificates, and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies and the authenticity of the originals of
such copies. In examining documents executed by parties other than the Company


Provident Bankshares Corporation
February 18, 2000
Page 2


or the Trust, we have assumed that such parties had the power, corporate or
otherwise, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or otherwise,
and execution and delivery by such parties of such documents and that, except as
set forth in paragraphs (1) and (2) below, such documents constitute valid and
binding obligations of such parties. In addition, we have assumed that the
Amended and Restated Trust Agreement, the Preferred Securities, the Guarantee,
the Subordinated Debentures and the Indenture, when executed, will be executed
in substantially the form reviewed by us. As to any facts material to the
opinions expressed herein which were not independently established or verified,
we have relied upon oral or written statements and representations of officers,
trustees, and other representatives of the Company, the Trust, and others.

     Based upon and subject to the foregoing, we are of the opinion that:

     1.   After the Indenture has been duly executed and delivered, the
Subordinated Debentures, when duly executed, delivered, authenticated and issued
in accordance with the Indenture and delivered and paid for as contemplated by
the Registration Statement, will be valid and binding obligations of the Company
entitled to the benefits of the Indenture and enforcement against the Company in
accordance with their terms, except to the extent that enforcement thereof may
be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally,
and (ii) general principles of equity, regardless of whether enforceability is
considered in a proceeding at law or in equity.

     2.   The Guarantee, when duly executed and delivered by the parties hereto,
will be a valid and binding agreement of the Company, enforceable against the
Company in accordance with its terms, except to the extent that enforcement
thereof may be limited by (i) bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights generally, and (ii) general principles of equity, regardless
of whether enforceability is considered in a proceeding at law or in equity.

     We hereby consent to the use of our name under the caption "Validity of
Securities" in the Prospectus forming a part of the Registration Statement and
to the inclusion of this opinion as an exhibit to the Registration Statement.

                                   Very truly yours,

                                   /s/ Muldoon, Murphy & Faucette LLP

                                   MULDOON, MURPHY & FAUCETTE LLP