EXHIBIT 5
 
                                 July 17, 1995
 
Board of Directors
PNC Bank Corp.
One PNC Plaza
Fifth Avenue and Wood Street
Pittsburgh, Pennsylvania 15265
 
Ladies and Gentlemen:
 
This opinion is issued in connection with the Registration Statement on Form S-3
(the "Registration Statement") of PNC Bank Corp. (the "Corporation") to be filed
with the Securities and Exchange Commission relating to the registration of
2,000,000 shares of the Corporation's common stock, par value $5.00 ("PNC Common
Stock"), to be newly issued or sold from its treasury to participants in the
Corporation's Dividend Reinvestment and Stock Purchase Plan (the "Plan").
 
My opinion is rendered as of the date hereof and its applicability at future
dates is conditioned upon the nonoccurrence of any event which would affect the
validity of the issuance of PNC Common Stock or the sale of PNC Common Stock
from the Corporation's treasury under the Plan. With respect to any PNC Common
Stock held as treasury shares that may be sold, my opinion is also subject to
the condition that any PNC Common Stock issued subsequent to the date hereof
that is reacquired by the Corporation and sold from its treasury pursuant to the
Plan be validly issued.
 
As Senior Vice President, Deputy General Counsel and Secretary of the
Corporation, I have examined the Corporation's Articles of Incorporation and
By-laws, each as amended to date, the Registration Statement and the Plan, and I
am familiar with the proceedings taken by the Corporation relating to the Plan,
including the resolutions adopted by the Corporation's Board of Directors with
respect thereto. I have also examined such records, certificates and other
documents that I have considered necessary or appropriate for the purposes of
this opinion.
 
Based upon the foregoing, I am of the opinion that, when the Registration
Statement has become effective in accordance with applicable law, the 2,000,000
shares of PNC Common Stock to be registered, when issued or sold pursuant to and
in accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
 
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me under the caption "Legal Opinion" in the
Prospectus included in Part I of the Registration Statement.
 
Very truly yours,
 
/s/ William F. Strome

William F. Strome