SHUMAKER WILLIAMS, P.C.
3425 SIMPSON FERRY ROAD
CAMP HILL, PENNSYLVANIA 17108
(717) 763-1121
November 11, 1998
Board of Directors
ACNB Corporation
675 Old Harrisburg Road
Gettysburg, PA 17325
RE: Registration Statement on Form S-4
Our File No. 742-98
Ladies/Gentlemen:
In connection with the proposed offering of up to 561,968 shares of
common stock, par value $2.50 per share (the "Common Stock"), by ACNB
Corporation (the "Company"), covered by the Company's Registration Statement on
Form S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
Common Stock, we, as special counsel to the Company, have reviewed:
1. Articles of Incorporation of the Company;
2. The Bylaws of the Company;
3. Resolutions adopted by the Board of Directors of the Company
relating to the Registration Statement, certified by the
Secretary of the Company;
4. The Registration Statement; and
5. Copies of the certificates representing shares of the
Common Stock.
Based on our review of the foregoing, it is our opinion that:
a. The Company has been duly incorporated under the laws of the
Commonwealth of Pennsylvania and is validly existing and in good
standing under the laws of the Commonwealth; and
b. The Common Stock covered by the Registration Statement has been
duly authorized and, when issued pursuant to the terms described
in the Registration Statement, will be legally issued by the
Company and fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to us in the related Proxy Statement/Prospectus. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/Shumaker Williams, P.C.
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SHUMAKER WILLIAMS, P.C.