Paul G. Mattaini
Direct Dial Number (717) 399-3519

                                   EXHIBIT 5

          OPINION OF BARLEY, SNYDER, SENFT & COHEN, LLP RE:  LEGALITY
                                        
                                      November 24, 1997



Fulton Financial Corporation             Keystone Heritage Group, Inc.
One Penn Square                          555 Willow Street
P. O. Box 4887                           Lebanon, PA  17046
Lancaster, PA  17604


    Re: Merger of Fulton Financial Corporation
        and Keystone Heritage Group, Inc.
        --------------------------------------

Dear Ladies and Gentlemen:

    We have acted as counsel to Fulton Financial Corporation ("FFC") in
connection with the registration under the Securities Act of 1933, as amended,
by means of a registration statement on Form S-4 (the "Registration Statement"),
of 7,231,396 shares of the $2.50 par value common stock of FFC, which is the
maximum number of shares to be issued pursuant to the terms of the Merger
Agreement dated August 15, 1997 (the "Merger Agreement"), entered into between
FFC and Keystone Heritage Group, Inc. ("KHG").

    The following transactions will occur upon consummation of the Merger
Agreement:  (i) KHG will be merged with and into FFC, (ii) FFC will survive the
Merger, and (iii) each outstanding share of the $5.00 par value common stock of
KHG (the "KHG Common Stock") will be converted into 1.83 shares of the $2.50 par
value common stock of FFC (the "FFC Common Stock").

    This Opinion Letter is provided pursuant to the requirements of Item
601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission for
inclusion as an exhibit to the Registration Statement.

    This Opinion Letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord (the "Accord") of the American Bar Association's
Section of Business Law (1991), as supplemented or modified by the Pennsylvania
Third-Party Legal Opinion Supplement (the "Pennsylvania Supplement") of the

 
Pennsylvania Bar Association's Section of Corporation, Banking and Business Law
(1992).  As a consequence, this Opinion Letter is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord and the
Pennsylvania Supplement, and this Opinion Letter shall be read in conjunction
therewith.  The Law covered by the opinions expressed herein is limited to the
federal law of the United States of America and the law of the Commonwealth of
Pennsylvania.

    Except as otherwise indicated herein, capitalized terms used in this Opinion
Letter are defined and set forth in the Merger Agreement, the Accord or the
Pennsylvania Supplement.  Our opinions herein are subject to the following
conditions and assumptions, in addition to those set forth in the Accord and the
Pennsylvania Supplement:

    (1) All of the shares of KHG Common Stock that are issued and outstanding at
        the time of the Merger will be duly authorized, validly issued, fully
        paid and nonassessable;

    (2) All conditions precedent to the obligations of KHG as set forth in the
        Merger Agreement will have been satisfied at the time of the Merger;

    (3) All covenants required to be performed by FFC and KHG on or before the
        date of consummation of the Merger, as set forth in the Merger
        Agreement, will have been performed by them as of such date; and

    (4) The shares of FFC Common Stock will be issued, and the Merger will be
        consummated, in strict accordance with the terms of the Merger Agreement
        and the statutory laws of the United States of America and the
        Commonwealth of Pennsylvania.

    Based upon and subject to the foregoing, we are of the opinion that the
shares of FFC Common Stock to be issued in connection with the Merger have been
duly authorized and, when issued as provided in the Merger Agreement, will be
legally issued, fully paid and nonassessable.

                                Very truly yours,
                    
                                BARLEY, SNYDER, SENFT & COHEN, LLP
                    
                    
                    
                                By: /s/ Paul G. Mattaini
                                   --------------------------------------------
                                      Paul G. Mattaini, Esquire