EXHIBIT 5.1

              Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
                the validity of the Common Stock being registered







                      MALIZIA, SPIDI, SLOANE & FISCH, P.C.
                                ATTORNEYS AT LAW
                               1301 K STREET, N.W.
                                 SUITE 700 EAST
                             WASHINGTON, D.C. 20005
                                 (202) 434-4660
                            FACSIMILE: (202) 434-4661

                                                     WRITER'S DIRECT DIAL NUMBER




August 11, 1998

Board of Directors
Norwood Financial Corp.
717 Main Street
Honesdale, Pennsylvania 18431

         RE:      Registration Statement on Form S-8:
                  Norwood Financial Corp. Stock Option Plan

Board Members:

         We have  acted  as  special  counsel  to  Norwood  Financial  Corp.,  a
Pennsylvania corporation (the "Company"),  in connection with the preparation of
the  Registration  Statement  on Form S-8 to be filed  with the  Securities  and
Exchange  Commission (the "Registration  Statement") under the Securities Act of
1933, as amended, relating to 500,000 shares of common stock, par value $.10 per
share (the "Common  Stock") of the Company which may be issued upon the exercise
of options  granted or which may be granted  under the Norwood  Financial  Corp.
Stock Option Plan (the  "Plan"),  as more fully  described  in the  Registration
Statement.  You have  requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.

         We have examined such documents, records, and matters of law as we have
deemed  necessary for purposes of this opinion and based thereon,  we are of the
opinion  that the Common  Stock when issued  pursuant to the exercise of options
granted  under  and in  accordance  with the  terms of the Plan will be duly and
validly issued, fully paid, and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement and to references to our firm included under the caption
"Legal Opinion" in the Prospectus which is a part of the Registration Statement.

                                        Sincerely,

                                        /s/ Malizia, Spidi, Sloane & Fisch, P.C.

                                        Malizia, Spidi, Sloane & Fisch, P.C.