Exhibit 5-1

                     Opinion of Spector Gadon & Rosen, P.C.
                  as to the legality of the shares registered.































                    [SPECTOR GADON & ROSEN, P.C. LETTERHEAD]


                                 March 23, 2001

        AMENDED AND RESTATED STOCK OPTION PLAN AND RESTRICTED STOCK PLAN
                         OF REPUBLIC FIRST BANCORP, INC.


Republic First Bancorp, Inc.
1513 Walnut Street
Philadelphia, PA   19102

Gentlemen:

         We  have  acted  as  counsel  to  Republic  First   Bancorp,   Inc.,  a
Pennsylvania corporation (the "Company"),  in connection with the preparation of
the Company's registration statement on Form S-8 (the "Registration  Statement")
filed with the  Securities and Exchange  Commission  under the Securities Act of
1933,  as amended  (the "Act") on March 23,  2001.  The  Registration  Statement
relates to the issuance of an aggregate of up to 500,000  shares (the  "Shares")
of the Company's common stock, par value $.01 per share the "Common Stock".

         In connection therewith,  we have examined and relied upon the original
or copies of (i) the Amended and Restated Articles of Incorporation,  as amended
through  the date  hereof,  and the  By-laws of the  Company;  (ii)  minutes and
records of the corporate  proceedings with respect to the issuance of the Shares
of Common Stock described above;  (iii) the Company's Amended and Restated Stock
Option Plan and Restricted Stock Plan as amended (the "Stock Option Plan");  and
(iv) such other documents as we have deemed necessary as a basis for the opinion
herewith set forth.

         In our examination of the foregoing documents,  we have assumed (i) the
due execution,  by all relevant parties,  and authorization of all agreements to
which the Company or any of its subsidiaries is a party; (ii) the genuineness of
all signatures;  and (iii) the authenticity of all documents  submitted to us as
originals as well as the conformity to the originals of all documents  submitted
to us photostatic copies.

         As to various  questions  of fact  material  to this  opinion,  we have
relied, to the extent we deemed reasonably appropriate,  upon representations or
certificates  of officers or directors of the Company,  without any  independent
verification of their accuracy.

         Based upon the foregoing and subject to the qualifications  hereinafter
set forth,  we are of the opinion  that the  aggregate  of up to 500,000  Shares
included in the Registration  Statement and issuable upon exercise of options in
accordance  with the  terms of the Stock  Option  Plan  will,  when  issued,  in
accordance  with  the  terms  thereof,   be  legally  issued,   fully  paid  and
non-assessable.





         We are members of the Bar of the  commonwealth of  Pennsylvania  and do
not express  any  opinion as to matters  governed by laws other than the laws of
the  Commonwealth of  Pennsylvania  and the federal laws of the United States of
America.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act, or the Rules and Regulations of the Securities and Exchange  Commission
promulgated thereunder.

                                Very truly yours,

                                    /s/ SPECTOR GADON & ROSEN, P.C.