EXHIBIT 5

                                               June __, 1997

RE:  Carnegie Bancorp
     Registration Statement on Form S-8
     ----------------------------------

Carnegie Bancorp
619 Alexander Road
Princeton, NJ 07030

Dear Sirs:

     We have acted as counsel for Carnegie Bancorp, a New Jersey corporation
(the "Company"), in connection with the Registration Statement on Form S-8 being
filed by the Company with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, relating to an aggregate of 274,000 shares
of Common Stock, no par value per share, of the Company (the "Shares"), which
are reserved for issuance and sale pursuant to the Company's 1997 Stock Option
Plan (the "Plan").

     In so acting, we have examined, and relied as to matters of fact upon, the
originals, or copies certified or otherwise identified to our satisfaction, of
the Certificate of Incorporation and By-laws of the Company, the Plan, and such
other certificates, records, instruments and documents, and have made such other
and further investigations, as we have deemed necessary or appropriate to enable
us to express the opinion set forth below. In such examination, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies, and the authenticity of the originals of such latter documents.

     Based upon the foregoing, we are of the opinion that, upon issuance and
delivery by the Company of the Shares pursuant to the exercise of stock options
and payment of the exercise price therefor in accordance with the terms set
forth in such options and the Plan, in cash or other consideration permitted
under Section 14A:7-5 of the New Jersey Business Corporation Act, the Shares
issued thereunder will be legally issued, fully paid and non-assessable.




     The issuance of the Shares is subject to the continuing effectiveness of
the Registration Statement and the qualification, or exemption from
registration, of such Shares under certain state securities laws.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.


                                        Very truly yours,

                                        McCarter & English