PNC BANK CORP. & PNC FUNDING CORP

EXHIBIT 5

PNC Bank Corp.
One PNC Plaza
21st Floor
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707

August 29, 1997

Board of Directors
PNC Bank Corp.
One PNC Plaza
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707

Gentlemen:

This opinion is issued in connection with the Registration Statement on Form
S-3 (the "Registration Statement") of PNC Bank Corp. (the "Corporation") and
PNC Funding Corp ("PNC Funding") to be filed with the Securities and Exchange
Commission (the "Commission"), relating to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of unsecured debt
securities of PNC Funding ("Debt Securities"), guaranteed by the Corporation
(the "Guarantees"), shares of the Corporation's common stock, par value $5.00
per share ("Common Stock"), and shares of the Corporation's preferred stock,
par value $1.00 per share ("Preferred Stock"), with a proposed maximum offering
price for such Debt Securities, Common Stock and Preferred Stock of
$1,300,000,000, plus an undetermined number of shares of Common Stock issuable
upon conversion of the Preferred Stock to the extent any of such shares of
Preferred Stock are by their terms convertible into Common Stock, and an
undetermined number of shares of Preferred Stock in the form of shares
("Depositary Shares") to be evidenced by depositary receipts to be issued
pursuant to a Deposit Agreement (in the form filed as Exhibit 4.5 to the
Registration Statement, the "Deposit Agreement"). The Common Stock, the
Preferred Stock and the Depositary Shares are collectively referred to as the
"Registered Equity Securities". The Prospectus contained in the Registration
Statement is referred to as the "Basic Prospectus". The term "Total Prospectus"
refers to the Basic Prospectus and the applicable supplement to such Basic
Prospectus with respect to a particular offering of Debt Securities or
Registered Equity Securities.

As Senior Counsel to the Corporation, I have examined (1) the Articles of
Incorporation and Bylaws, each as amended to date, of the Corporation; (2) the
Articles of Incorporation and By-laws, each as amended to date, of PNC Funding;
(3) the Indenture dated as of December 1, 1991, as amended and supplemented by
the Supplemental Indenture dated as of February 15, 1993, filed as Exhibit 4.7
and Exhibit 4.8, respectively (as amended, the "Indenture"), pursuant to which
the Debt Securities and related Guarantees will be issued; (4) the Deposit
Agreement; (5) the Registration Statement, including the Basic Prospectus and
the Exhibits being filed with it and as of this date




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PNC Bank Corp.
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incorporated therein by reference; (6) the resolutions adopted by the
Corporation's Board of Directors at a meeting held on August 21, 1997; and (7)
the Written Action of the Board of Directors of PNC Funding dated as of August
21, 1997. I have also examined such records, certificates and other documents
relating to the Corporation and PNC Funding that I have considered necessary or
appropriate for the purposes of 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 the agreements or other documents (or
forms thereof) that I have examined in connection with this opinion hereafter
be changed.

With respect to any Common Stock held as treasury shares that may be sold, my
opinion is also subject to the condition that such shares had been validly
issued before they were reacquired by the Corporation and became treasury
shares. With respect to my opinion relating to Depositary Shares, I have
assumed that the Deposit Agreement has been duly authorized, executed and
delivered by the Corporation and the applicable depositary, and that the
depositary receipts have been duly countersigned by a registrar and the
applicable depositary in accordance with the Deposit Agreement. With respect to
each of the Common Stock and Preferred Stock, I have assumed that certificates
evidencing such Registered Equity Securities have been duly countersigned by
the applicable registrar and transfer agent.

Based upon the foregoing, and subject to the qualifications and limitations
stated herein, I am of the opinion that:

(1) When the Registration Statement has become effective in accordance with
applicable law, appropriate corporate action is taken with respect to
Registered Equity Securities being issued and sold, and the Registered Equity
Securities have been issued and sold upon the terms and conditions set forth in
the Registration Statement and the Total Prospectus, with payment having
been made therefor, then such Registered Equity Securities will be validly
issued, fully paid and nonassessable. To the extent such Registered Equity
Securities are shares of Preferred Stock that are convertible into Common
Stock, when such shares are converted pursuant to and in accordance with




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PNC Bank Corp.
Page 2

the terms of the Preferred Stock, the shares of Common Stock so converted will
be validly issued, fully paid and nonassessable.

(2) When the Registration Statement has become effective in accordance with
applicable law, appropriate corporate action is taken with respect to the Debt
Securities and related Guarantees being issued and sold, and the Debt
Securities and related Guarantees are authenticated and issued pursuant to and
in accordance with the terms and conditions set forth in the Indenture and
delivered and sold as set forth in the Registration Statement and the Total
Prospectus, with payment having been made therefor, then such Debt Securities
and Guarantees will constitute valid and legally binding obligations of PNC
Funding and the Corporation, respectively, except as enforceability is limited
by applicable bankruptcy, insolvency, receivership, readjustment of debt,
fraudulent conveyance, reorganization, moratorium and other laws relating to or
affecting creditors' rights generally or general equitable principles, whether
considered in a proceeding in equity or at law.

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
Opinions" in the Prospectus included in Part I of the Registration Statement.
In giving such consent, I do not thereby admit that I come within the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ MELANIE S. CIBIK

Melanie S. Cibik
Senior Counsel