EXHIBIT 8.2


                                            October 3, 1995

Midlantic Corporation
Metro Park Plaza
P.O. Box 600
Edison, New Jersey 08818

Ladies and Gentlemen:

        You have requested our opinion regarding the discussion of the material
U.S. federal income tax consequences under the captions "SUMMARY--Certain
Federal Income Tax Consequences" and "PROPOSED MERGER--Certain Federal Income
Tax Consequences" in the Joint Proxy Statement-Prospectus (the "Joint Proxy
Statement-Prospectus") which will be included in the Registration Statement on
Form S-4 (the "Registration Statement") filed on the date hereof with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). The Joint Proxy Statement-
Prospectus relates to the proposed merger of Midlantic Corporation with and 
into PNC Bancorp, Inc., wholly owned subsidiary of PNC Bank Corp. This
opinion is delivered in accordance with the requirements of Item 601(b)(8) of
Regulation S-K under the Securities Act.

        We have reviewed the Joint Proxy Statement- Prospectus and such other
materials as we have deemed necessary or appropriate as a basis for our opinion
described therein, and have considered the applicable provisions of the
Internal Revenue Code of 1986, as amended, Treasury regulations, pertinent
judicial authorities, rulings of the Internal Revenue Service, and such other
authorities as we have considered relevant to such opinion.

        Based upon the foregoing, it is our opinion that the statements made
under the captions "SUMMARY--Certain Federal Income Tax Consequences" and
"PROPOSED



Midlantic Corporation
October 3, 1995
Page 2

MERGER--Certain Federal Income Tax Consequences" in the Joint Proxy
Statement-Prospectus, to the extent that they constitute matters of law or
legal conclusions, are correct in all material respects. 

        In accordance with the requirements of Item 601(b)(23) of Regulation
S-K under the Securities Act, we hereby consent to the use of our name under
the caption "PROPOSED MERGER--Certain Federal Income Tax Consequences" in the
Joint Proxy Statement-Prospectus and to the filing of this opinion as an
Exhibit to the Registration Statement. In giving this consent, we do not admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regualtions of the Commission
thereunder.

                                        Very truly yours,

                                        SKADDEN, ARPS, SLATE, MEAGHER & FLOM