Exhibit 5 and 23.1



               [Williams, Mullen, Christian & Dobbins letterhead]

                                 April __, 1997




Board of Directors
Mid-Atlantic Community BankGroup, Inc.
7171 George Washington Memorial Highway
Gloucester, Virginia  23061

Ladies and Gentlemen:

         This letter is in reference to the Registration Statement on Form SB-2,
as amended,  (the  "Registration  Statement")  filed by  Mid-Atlantic  Community
BankGroup,  Inc.(the "Company") with the Securities and Exchange Commission (the
"Commission") for the registration  under the Securities Act of 1933, as amended
(the "Act"),  of 149,500 shares of the Company's  common stock,  par value $5.00
per share (the "Common  Stock"),  which shares are proposed to be offered to the
public  pursuant  to an  Underwriting  Agreement  filed  as an  exhibit  to  the
Registration Statement (the "Offering").

         We have examined such corporate  proceedings,  records and documents as
we considered necessary for the purposes of this opinion.

         The  opinion  expressed  herein  is  limited  in  all  respects  to the
application of the law of the Commonwealth of Virginia.

         Based  on  the   foregoing,   and  subject  to  the   limitations   and
qualifications  set forth  herein,  it is our  opinion  that the  aforementioned
149,500 shares of Common Stock, when issued against payment therefor pursuant to
the Offering,  will be validly issued,  fully paid and non-assessable  under the
laws of the Commonwealth of Virginia.

         Our opinion is expressed as of the date that shares of Common Stock are
issued pursuant to the Offering against payment  therefor,  and we do not assume
any  obligation  to update or  supplement  our  opinion to  reflect  any fact or
circumstance  subsequently  arising or any change in law subsequently  occurring
after  such date.  We hereby  consent  to the  filing of this  opinion  with the
Commission as an





exhibit  to the  Registration  Statement  and to the  reference  to us under the
caption "Legal  Opinions" in the Prospectus  forming a part of the  Registration
Statement.

                                       Very truly yours,

                                       WILLIAMS, MULLEN, CHRISTIAN & DOBBINS


                                       By: ___________________________________