September 27, 2004

The Bancorp, Inc.
405 Silverside Road
Wilmington, DE  19809


Ladies and Gentlemen:

         We have acted as counsel to The Bancorp, Inc. ("Bancorp"), a Delaware
corporation, in connection with the preparation and filing by Bancorp of a
registration statement on Form S-4 under the Securities Act of 1933, as amended,
File No. 333-117385 (the "Registration Statement") with respect to an offering
of common stock of Bancorp (the "Common Stock") in exchange for common stock of
The Bancorp Bank, a Delaware banking corporation and Bancorp's minority owned
subsidiary (the "Bank"). In connection therewith, you have requested our opinion
as to certain matters referred to below.

         In our capacity as such counsel, we have familiarized ourselves with
the actions taken by Bancorp in connection with the registration of the Common
Stock. We have examined the originals or certified copies of such records,
agreements, certificates of public officials and others, and such other
documents, including the Registration Statement, as we have deemed relevant and
necessary as a basis for the opinions hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures on original
documents and the authenticity of all documents submitted to us as originals,
the conformity to original documents of all copies submitted to us as conformed
or photostatic copies, and the authenticity of the originals of such documents.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. Bancorp is a corporation which has been duly formed, is validly
         existing and is in good standing under the Delaware General Corporation
         Law.

         2. When exchanged for outstanding common stock and options to purchase
         common stock of the Bank, as set forth in the Registration Statement,
         the Common Stock will be validly issued, fully paid and non-assessable.

         We consent to the reference to this opinion and to Ledgewood Law Firm,
P.C. in the Prospectus included as part of the Registration Statement, and to
the inclusion of this opinion as an exhibit to the Registration Statement.



                                                  Very truly yours,


                                                  /s/ LEDGEWOOD LAW FIRM, P.C.
                                                  ----------------------------
                                                  LEDGEWOOD LAW FIRM, P.C.