EXHIBIT 5

                               December 17, 1996

PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222

Ladies and Gentlemen:

     Reference is made to the Registration Statement on Form S-8 ("Registration
Statement") of PNC Bank Corp. (the "Corporation") related to the registration of
$25,000,000 of deferred compensation obligations (the "Deferred Compensation
Obligations") and an indeterminate amount of interests of participation offered
pursuant to the PNC Bank Corp. Supplemental Incentive Savings Plan, as amended
(the "Supplemental Incentive Plan"), and $25,000,000 of Deferred Compensation
Obligations and an indeterminate amount of interests of participation offered
pursuant to the PNC Bank Corp. and Affiliates Deferred Compensation Plan (the
"Deferred Compensation Plan").

     I am Senior Counsel to the Corporation and, in such capacity, I have been
requested to furnish an opinion to be included as Exhibit 5 to the Registration
Statement. In conjunction with the furnishing of this opinion, I have examined
the Corporation's Articles of Incorporation and By-laws, each as amended to
date, the Registration Statement, the Supplemental Incentive Plan, the Deferred
Compensation Plan, and such other corporate documents and have made such
investigation of matters of fact and law as I have deemed necessary to render
this opinion.

     In making such examination and rendering the opinions set forth below, I
have assumed: (i) the genuineness and authenticity of all signatures on
original documents; (ii) the authenticity of all documents submitted to me as
originals; and (iii) the conformity of originals of all documents submitted to
me as certified, telecopied, photostated or reproduced copies and the
authenticity of all originals of such documents.

     I am admitted to practice law in the Commonwealth of Pennsylvania and do
not purport to be an expert on or to express any opinion on any laws other than
the laws of the Commonwealth of Pennsylvania and the federal securities laws of
the United States of America. This opinion speaks as of today's date and is
limited to present statutes, regulations and judicial interpretations. In
rendering this opinion, I assume no obligation to revise or supplement this
opinion should the present laws be changed by legislative or regulatory action,
judicial decision or otherwise or should either the




Supplemental Incentive Plan or the Deferred Compensation Plan be amended or
modified.

     Based on the foregoing, I am of the opinion that:

     (i) the Deferred Compensation Obligations, when issued by the Corporation
     in the manner provided pursuant to the Supplemental Incentive Plan, will
     be valid and binding obligations of the Corporation, enforceable against
     the Corporation in accordance with the terms of the Supplemental Incentive
     Plan, subject, as to enforcement, (x) to bankruptcy, insolvency,
     reorganization, readjustment of debt, arrangement, moratorium, fraudulent
     conveyance and other laws of general applicability relating to or
     affecting creditor's rights generally, and (y) to general principles of
     equity, whether such enforcement is considered in a proceeding at equity
     or at law; and

     (ii) the Deferred Compensation Obligations, when issued by the Corporation
     in the manner provided pursuant to the Deferred Compensation Plan, will be
     valid and binding obligations of the Corporation, enforceable against the
     Corporation in accordance with the terms of the Deferred Compensation
     Plan, subject, as to enforcement, (x) to bankruptcy, insolvency,
     reorganization, readjustment of debt, arrangement, moratorium, fraudulent
     conveyance and other laws of general applicability relating to or
     affecting creditor's rights generally, and (y) to general principles of
     equity, whether such enforcement is considered in a proceeding at equity
     or at law.

     I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

                                                Very truly yours,

                                                /s/ MELANIE S. CIBIK
                                                ------------------------
                                                Melanie S. Cibik, Esq.
                                                Senior Counsel