OPINION OF COUNSEL AS TO LEGALITY OF REGISTRANT'S COMMON STOCK





                                    EXHIBIT 5

                         Gerard A. Chamberlain, Esquire
                                2431 Brown Street
                        Philadelphia, Pennsylvania 19130
                                 (215) 232-4212




                                                                  April 18, 2002

Wilmington Trust Corporation
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890

                         Wilmington Trust Corporation
                         Registration Statement on Form S-8 Dated April 18, 2002

Ladies and Gentlemen:

         I have served as counsel to Wilmington Trust Corporation, a Delaware
corporation ("WTC"), in connection with preparing and filing the above-captioned
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933. The Registration Statement covers the issuance of up to
2,000,000 shares of common stock of WTC, par value $1.00 per share (the "Common
Stock"), pursuant to WTC's 2002 Long-Term Incentive Plan (the "Plan").

         In rendering this opinion, I have examined executed originals or copies
of the following documents:

                  a.       The Registration Statement;
                  b.       WTC's Revised Certificate of Corporation as amended
                           through the date hereof;
                  c.       WTC's Bylaws as amended through the date hereof; and
                  d.       The Plan.

         In connection with the opinions expressed herein, I also have examined
originals or copies certified or otherwise identified to my satisfaction of
corporate records, certificates of

Wilmington Trust Corporation
April 18, 2002
Page 2

public officials and officers and other representatives of WTC and such other
instruments as I have deemed necessary or appropriate for the purposes of
rendering this opinion.

         As to various questions of fact material to this opinion, I have relied
upon certificates and other documents of officers or representatives of WTC and
of public officials. I have conducted no independent investigation of any kind
as to any factual matters relevant to the opinions expressed herein, and with
respect to those factual matters I have relied exclusively on the documents and
certificates I have examined and have assumed the accuracy of the matters stated
therein.

         For purposes of this opinion, I have assumed, without any independent
investigation or verification of any kind:

                  a.       The genuineness of all signatures of, and the
                           incumbency, authority and legal right and power under
                           all applicable laws, statutes, rules and regulations
                           of, the officers and other persons signing the
                           Registration Statement and the other documents
                           executed and delivered therewith;
                  b.       The authenticity and completeness of all documents
                           submitted to me as originals; and
                  c.       The conformity to authentic original documents and
                           completeness of any documents submitted to me as
                           certified, conformed or photostatic copies.

         Based upon and subject to the foregoing and the additional
qualifications and other matters set forth below, I am of the opinion that:

                  1.       The Common Stock that is the subject of the
Registration Statement, when issued upon exercise of option granted to directors
in accordance with the terms and conditions of the Plan, will be duly and
validly issued; and

                  2.       Each of the 2,000,000 shares of Common Stock which
are the subject of the Registration Statement, when issued upon payment by
individuals granted options of the specified exercise price, if any, and in
accordance with the terms and conditions of the Plan, will be duly and validly
issued by WTC, fully paid and non-assessable.

         I am a member of the Pennsylvania bar. The opinions expressed in this
opinion letter are limited to Delaware's General Corporation Law. I am not
opining on, and I assume no responsibility for, the applicability to or effect
on any of the matters covered herein of any other laws or the laws of any other
jurisdiction.

Wilmington Trust Corporation
April 18, 2002
Page 3

         This opinion letter is rendered only to you and is solely for your
benefit. I hereby consent to your filing a copy of this opinion as an exhibit to
the Registration Statement.

         The opinions set forth above are rendered as of the date of this
letter. I assume no obligation to update or supplement any of those opinions to
reflect any changes of law or fact that may occur subsequent to the date hereof.

                                                  Very truly yours,

                                                  /s/ Gerard A. Chamberlain

                                                  Gerard A. Chamberlain, Esquire

GAC/alf