[LETTERHEAD OF DILWORTH, PAXSON, KALISH & KAUFFMAN LLP]



                                        April 23, 1997

ML Bancorp, Inc.
Two Aldwyn Center
Villanova, PA 19085

Gentlemen:

         We have  acted as counsel  for ML  Bancorp,  Inc.  (the  "Company")  in
connection  with  a  registration  statement  on  Form  S-4  (the  "Registration
Statement")  relating to shares of the Company's  common stock,  par value $0.01
per share  (the  "Bancorp  Shares"),  which are  issuable  under the terms of an
Agreement  and Plan of  Merger  dated as of the 4th day of  February,  1997 (the
"Merger   Agreement")  between  the  Company  and  Penncore  Financial  Services
Corporation.

         On the basis of such  investigation as we deemed  necessary,  we are of
the opinion that:

         1. The Company has been duly incorporated and is validly existing under
the laws of the Commonwealth of Pennsylvania; and

         2. The Bancorp  Shares have been duly  authorized  and,  when issued in
accordance with the terms and conditions set forth in the Merger Agreement, will
be validly issued, fully paid and nonassessable.

         We  consent  to the  filing of this  opinion  with the  Securities  and
Exchange  Commission as an exhibit to the Registration  Statement and to the use
of our name under the caption "Legal Matters" in the Proxy  Statement/Prospectus
included therein.

                                   Very Truly yours,

                                   /s/ DILWORTH, PAXSON, KALISH & KAUFFMAN
                                   DILWORTH, PAXSON, KALISH & KAUFFMAN LLP