EXHIBIT (5)



PENNSYLVANIA COMMERCE BANCORP, INC.
100 Senate Avenue
P. O. Box 8599
Camp Hill, PA 17011

Re:  Registration Statement S-3, under the Securities Act of 1933 - Offering of
     500,000 Shares Common Stock, Par Value $1.00 Per Share Pursuant to Dividend
     Reinvestment and Stock Purchase Plan

Gentlemen:

This opinion is rendered in connection with the Registration statement filed on
Form S-3 with the Securities and Exchange Commission under the Securities Act of
1933 relating to 500,000 shares of Common Stock of PENNSYLVANIA COMMERCE
BANCORP, INC. (the "Company"), par value $1.00 per share.  The Common Stock is
proposed to be offered by the Company to holders of Common Stock of the Company
pursuant to a Dividend Reinvestment and Stock Purchase Plan adopted by the
Company's Board of Directors.

We have reviewed the corporate proceedings relating to the proposed stock
offering and such other legal matters as we have deemed appropriate for the
purpose of this opinion.  Based on the foregoing, and assuming all necessary
shareholder and governmental approvals, we are of the opinion that the shares of
Common Stock covered by the aforesaid Registration Statement will, when issued
in accordance with the terms set forth in the Prospectus, applicable law and the
Bylaws of the Company, be validly issued, fully paid and nonassessable by the
Company.

We hereby consent to the filing of this opinion as an Exhibit to the
aforementioned Registration Statement and to the reference to us in the
Registration Statement under the caption LEGAL MATTERS.

                                    Very truly yours,

                                    METTE, EVANS & WOODSIDE


                                    By     /s/ Bradley A. Walker
                                       ------------------------------------
                                         Bradley A. Walker, Esquire





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