EXHIBIT 5

                 [Letterhead of Kennedy, Baris & Lundy, L.L.P.]





                                  July 9, 2004

Board of Directors
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, MD 20832

Ladies and Gentlemen:

         As special  legal  counsel to Sandy Spring  Bancorp,  Inc.  (the "Sandy
Spring"), we have participated in the preparation of Sandy Spring's Registration
Statement on Form S-8 to be filed with the  Securities  and Exchange  Commission
pursuant to the Securities Act of 1933, as amended,  relating to the issuance of
shares (the  "Shares")  of Sandy  Spring's  Common  Stock  pursuant to the Sandy
Spring Bancorp, Inc. DirEctor Stock Purchase Plan (the "Plan").

         As counsel to Sandy Spring,  we have examined such  corporate  records,
certificates and other documents of Sandy Spring,  and made such examinations of
law and other  inquiries  of such  officers of Sandy  Spring,  as we have deemed
necessary  or  appropriate  for  purposes  of  this  opinion.  Based  upon  such
examinations  we are of the opinion that the Shares,  when issued in  accordance
with the provisions of the Plan and the options granted pursuant  thereto,  will
be duly authorized,  validly issued, fully paid and non-assessable shares of the
Common Stock of Sandy Spring.

         We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form S-8 filed by Sandy Spring and to the reference to
our firm contained therein.

                                           Very truly yours,

                                           /s/ Kennedy, Baris & Lundy, L.L.P.