EXHIBIT 5




September 29, 1998




Board of Directors
PNC Bank Corp.
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222

Ladies and Gentlemen:

This opinion is issued in connection with the Registration Statement on Form S-4
(the "Registration Statement") of PNC Bank Corp., a Pennsylvania corporation
(the "Corporation"), to be filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
relating to the registration of 4,000,000 shares of the Corporation's common
stock, par value $5.00 (the "Common Stock"), issuable in connection with that
certain Agreement and Plan of Merger dated as of August 20, 1998 (the "Merger
Agreement"), between the Corporation and Hilliard-Lyons, Inc., a Kentucky
corporation ("Hilliard Lyons"). Subject to certain conditions, the Merger
Agreement provides for the merger (the "Merger") of Hilliard Lyons with and into
the Corporation.

As Senior Counsel to the Corporation, I have examined the Registration
Statement, the Merger Agreement and the resolutions adopted by the Corporation's
Board of Directors with respect thereto. I have also examined such records,
certificates and other documents relating to the Corporation that I have
considered necessary or appropriate for the purposes of this opinion.

In making such examination and rendering the opinion 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 to originals of all documents submitted to me as
certified, telecopied, photostated or reproduced copies and the authenticity of
all originals of such documents.






For the purposes of this opinion, I have assumed that, at the time of issuance
of the Common Stock, the shareholders of Hilliard Lyons will have approved the
Merger Agreement by the requisite vote at its special meeting of shareholders
and that the Registration Statement will have been declared effective under the
Act. I have also assumed the due authorization and issuance of the outstanding
shares of common stock of Hilliard Lyons.

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 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
present laws be changed by legislative or regulatory action, judicial decision
or otherwise.

Based on the foregoing, I am of the opinion that, upon the effectiveness of the
Merger, the shares of PNC Common Stock, when issued to the shareholders of
Hilliard Lyons pursuant to, and in accordance with, the terms of the Merger
Agreement, 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, which is a part 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 Act or the rules and regulations of
the Commission thereunder.


Very truly yours,


/s/ Kathleen Clover
- -------------------
Kathleen Clover
Senior Counsel