September 27, 2004


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

Ladies and Gentlemen:

         We have acted as counsel to The Bancorp, Inc., a Delaware corporation
("Bancorp") 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 a proposed
reorganization and offering (collectively, the "Reorganization") 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"). You have requested our opinion regarding certain U.S. federal
income tax matters.

         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:

         (a)      the Reorganization will constitute a reorganization within the
                  meaning of Section 368(a) of the Internal Revenue Code of
                  1986, as amended (the "Code"), and, accordingly, no gain or
                  loss will be recognized by either the Bank or Bancorp in the
                  Reorganization and no gain or loss will be recognized by
                  shareholders of the Bank upon receipt of Bancorp Common Stock
                  for Bank common stock, except with respect to any cash
                  received in lieu of fractional shares; and




The Bancorp, Inc.
September 27, 2004
Page 2

         (b)      the description of the law and the legal conclusions contained
                  in the Registration Statement under the caption "The
                  Reorganization---United States Federal Income Tax Aspects" is
                  correct in all material respects, and the discussion
                  thereunder fairly summarizes the federal income tax
                  considerations that are likely to be material in the
                  Reorganization.

         The foregoing opinions are based on current provisions of the Code and
the regulations, published administrative interpretations thereof, and published
court decisions.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears under the
caption "Legal Opinions." In giving this consent, we do not admit that we are in
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations promulgated thereunder by
the SEC.

         The foregoing opinions are limited to the U.S. federal income tax
matters addressed herein, and no other opinions are rendered with respect to
other federal tax matters or to any issues arising under the tax laws of any
other country, or any state or locality. We undertake no obligation to update
the opinions expressed herein after the date of this letter. This opinion letter
is solely for the information and use of the addressee, and it may not be
distributed, relied upon for any purpose by any other person, quoted in whole or
in part or otherwise reproduced in any document, or filed with any governmental
agency without our express written consent.


                                               Very truly yours,


                                               /s/ Ledgewood Law Firm, P.C.
                                               ------------------------------
                                               Ledgewood Law Firm, P.C.