EXHIBIT 5

                       Opinion of Shumaker Williams, P.C.



                            SHUMAKER WILLIAMS, P.C.
                            3425 SIMPSON FERRY ROAD
                         CAMP HILL, PENNSYLVANIA 17011
                                 (717) 763-1121


                                      August 19, 1998


Larry J. Miller, President
CODORUS VALLEY BANCORP, INC.
P.O. Box 2887
York, PA 17405

         Re:      Codorus Valley Bancorp, Inc. (the "Corporation")
                  Registration Statement Form S-8
                  Our File No. 676-98

Dear Mr. Miller:

     We have acted as Special Corporate Counsel to the Corporation in connection
with  preparation  of the  Corporation's  Registration  Statement  on  Form  S-8
relating to the Corporation's 1998 Independent Directors' Stock Option Plan (the
"Plan").

     In connection  with this matter,  we, as counsel to the  Corporation,  have
reviewed the following:

     1.   the Pennsylvania  Business Corporation Law of 1988, as amended;

     2.   the  Corporation's  Articles of  Incorporation;

     3.   the Corporation's By-Laws;

     4.   Resolutions  adopted  by  the  Corporation's  Board  of  Directors  on
          May 19, 1998 and June 23, 1998; and

     5.   the Plan.

     Based upon such  review,  it is our opinion that the  Corporation's  common
stock,  $2.50 par value,  (the "Common Stock") issuable under the Plan, when and
as issued  in  accordance  with the  provisions  of the  Plan,  will be duly and
validly issued,  fully paid and nonassessable.  In giving the foregoing opinion,
we have assumed that the  Corporation  will have, at the time of the issuance of
Common Stock under the Plan, a sufficient  number of authorized shares available
for issue.



Larry J. Miller, President
CODORUS VALLEY BANCORP, INC.
August 19, 1998
Page 2

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Corporation's Registration Statement on Form S-8.

                                           Very truly yours,

                                           B. Tyler Lincoln
                                           --------------------
                                        By B. Tyler Lincoln

BTL/db:84657