EXHIBIT 5

                      OPINION OF SHUMAKER WILLIAMS, P.C. OF
                   CAMP HILL, PENNSYLVANIA, SPECIAL COUNSEL TO
                   REGISTRANT, DATED ____________, 1999, AS TO
                   THE LEGALITY OF THE SHARES OF REGISTRANT'S
                             STOCK BEING REGISTERED




                             SHUMAKER WILLIAMS, P.C.
                                  P. O. Box 88
                         Harrisburg, Pennsylvania 17108

                                             ___________________, 1999

Mr. Michael F. Marranca
President and Chief Executive Officer
THE FIDELITY DEPOSIT AND DISCOUNT BANK
Blakely and Drinker Streets
Dunmore, Pennsylvania 18512

              RE: The Fidelity Deposit and Discount Bank
                  Formation of a One-Bank Holding Company

Dear Mr. Marranca:

      We have been engaged as Special Counsel to The Fidelity Deposit and
Discount Bank (the "Bank") and Fidelity D & D Bancorp, Inc., a Pennsylvania
business corporation (the "Company"), in connection with the organization of the
Company as a bank holding company and the preparation and filing of all relevant
documents with the Pennsylvania Department of Banking, the Federal Reserve
Board, the Federal Deposit Insurance Corporation, applicable state securities
law administrators, and the Securities and Exchange Commission ("SEC").

      We have prepared a Registration Statement on Form S-4 to be filed with the
SEC, that includes a Proxy Statement/Prospectus, under the provisions and
regulations of the Securities Act of 1933, as amended, relating to the offering
by the Company of a maximum of 1,901,472 shares of its common stock, without par
value (the "Common Stock"). The Common Stock will be issued pursuant to the Plan
of Reorganization dated _____________________ (the "Plan of Reorganization")
among the Company, the Bank, and The Fidelity Deposit and Discount Interim Bank
(the "Interim Bank"). Under the Plan of Reorganization, the Interim Bank will
merge with and into the Bank, and each whole share of the Bank's outstanding
common stock, par value $1.5625 per share, (other than shares as to which
dissenters' rights have been perfected) will be exchanged for 2 shares of the
Common Stock, without par value, of the Company.

         As Special Counsel to the Company and the Bank, we have supervised all
corporate proceedings in connection with the preparation and filing of the
Registration Statement,


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including the Proxy Statement/Prospectus, with the SEC and with the appropriate
state securities administrators. We have reviewed the Company's Articles of
Incorporation and By-Laws, as presently in effect. We have prepared and reviewed
an executed copy of the Plan of Reorganization, copies of the Company's
corporate minutes and other proceedings and records relating to the
authorization and issuance of the Common Stock, and such other documents and
matters of law as we have deemed necessary in order to render this opinion.

      Based upon the foregoing, and in reliance thereon, it is our opinion that,
upon the consummation of the Plan of Reorganization and the Plan of Merger in
accordance with their respective terms, each of the shares of Common Stock
issued pursuant to the Registration Statement will be duly authorized, legally
and validly issued and outstanding, and fully paid and non-assessable on the
basis of present legislation.

      We hereby consent to the use of this opinion in the Registration
Statement, and we further consent to the reference to our name in the Proxy
Statement/Prospectus included in the Registration Statement under the caption
"Description of the Holding Company's Capital Securities - Legal Opinion."

                                               Sincerely yours,

                                               SHUMAKER WILLIAMS, P.C.


                                               By  _________________________
                                                   Nicholas Bybel, Jr.


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