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[Shumaker Williams letterhead]
EXHIBIT 5
October 11, 2000
Michael F. Marranca, President
FIDELITY D & D BANCORP, INC.
Blakely and Drinker Streets
Dunmore, PA 18512
RE: Fidelity D & D Bancorp, Inc. 2000 Dividend Reinvestment Plan
Our File No: 749-00
Dear Mr. Marranca:
We have acted as special counsel to Fidelity D & D Bancorp, Inc. in
connection with the proposed issuance of up to 100,000 shares of the Company's
common stock, from time to time pursuant to the Company's 2000 Dividend
Reinvestment Plan, covered by the Company's Registration Statement on Form S-1,
Registration No. 333-45668 filed on September 12, 2000 with the Securities and
Exchange Commission, and Amendment No. 1 thereto, filed on the date hereof. We,
as special counsel to the Company have reviewed:
1. Amended and Restated 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 adoption of the 2000 Dividend Reinvestment Plan and filing of
the Registration Statement, certified by the Secretary of the
Company;
4. The Registration Statement on Form S-1 and Amendment No. 1
thereto; and
6. The Fidelity D & D Bancorp, Inc. 2000 Dividend Reinvestment Plan.
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 of the
plan, 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 Amendment No. 1
to the Registration Statement and the reference to us in the related Prospectus.
In giving this consent, we do not thereby admit that
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we come within the category of person 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.
