EXHIBIT 5




                 [Letterhead of Kennedy, Baris & Lundy, L.L.P.]




                                  June 14, 2001

Board of Directors
Sandy Spring Bancorp, Inc.
17801 Georgia Avenue
Olney, MD 20832

Ladies and Gentlemen:

         As special legal counsel to Sandy Spring Bancorp, Inc. (the "Sandy
Spring"), we have participated in the preparation of Sandy Spring's Registration
Statement on Form S-8 to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, relating to the issuance of
shares (the "Shares") of Sandy Spring's Common Stock pursuant to the Sandy
Spring Bancorp, Inc. 2001 Employee Stock Purchase Plan (the "Plan").

         As counsel to Sandy Spring, we have examined such corporate records,
certificates and other documents of Sandy Spring, and made such examinations of
law and other inquiries of such officers of Sandy Spring, as we have deemed
necessary or appropriate for purposes of this opinion. Based upon such
examinations we are of the opinion that the Shares, when issued in accordance
with the provisions of the Plan and the options granted pursuant thereto, will
be duly authorized, validly issued, fully paid and non-assessable shares of the
Common Stock of Sandy Spring.

         We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form S-8 filed by Sandy Spring and to the reference to
our firm contained therein.

                                              Very truly yours,

                                              /s/ Kennedy, Baris & Lundy, L.L.P.