EXHIBIT 5

                       Opinion of Kennedy & Baris, L.L.P.







                                                   July 2, 1996

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

Ladies and Gentlemen:

         As counsel to Sandy  Spring  Bancorp,  Inc.  (the  "Company"),  we have
participated in the preparation of the Company's  Registration Statement on Form
S-4 to be filed with the  Securities  and  Exchange  Commission  pursuant to the
Securities  Act of 1933,  as amended,  relating to the issuance of up to 556,705
shares of the  Company's  Common  Stock (the  "Shares") in  connection  with the
proposed merger of Annapolis Bancshares, Inc. with and into the Company.

         As counsel to the Company,  we have  examined such  corporate  records,
certificates  and other documents 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 the  manner  set  forth in the  Registration
Statement,   will  be  duly   authorized,   validly   issues,   fully  paid  and
non-assessable shares of the Common Stock of the Company.

         We hereby consent to the inclusion of this opinion as an exhibit to the
Registration  Statement on Form S-4 filed by the Company and to the reference to
our firm contained therein under the caption "Legal Matters."


                                               Sincerely,