EXHIBIT 8

                                FORM OF OPINION


                            _____________ ___, 1998



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

Hilliard-Lyons, Inc.
Hilliard Lyons Center
501 South Fourth Street
Louisville, Kentucky  40202

Ladies and Gentlemen:

         Reference is made to the information set forth under the heading
"PROPOSED MERGER - Certain U.S. Federal Income Tax Consequences" contained in
the Proxy Statement/Prospectus, which is included in the Registration Statement
on Form S-4 (the "Registration Statement"), filed by PNC Bank Corp. ("PNC") with
the Securities and Exchange Commission (the "SEC"), and which is being furnished
to shareholders of Hilliard-Lyons, Inc. ("Hilliard Lyons") in connection with
the solicitation of proxies by the Board of Directors of Hilliard Lyons for
their use at Hilliard Lyons' special meeting of stockholders, at which
stockholders of Hilliard Lyons will be asked to approve an Agreement and Plan of
Merger, dated August 20, 1998, between PNC and Hilliard Lyons. Subject to the
representations, assumptions and other conditions described or referenced in
this letter or under that heading, it is our opinion that the discussion of
certain anticipated material federal income tax consequences contained under
that heading is accurate in all material respects.

         Our opinion is based on the case law, Internal Revenue Code, Treasury
Regulations and Internal Revenue Service rulings as they exist at the date
hereof. These authorities are all subject to change, and any such change may be
made with retroactive effect. We can give no assurance that, after such change,
our opinion would not be different. We undertake no responsibility to update or
supplement our opinion following the effective date of the Registration
Statement.

         We hereby consent to the filing with the SEC of this opinion as an
exhibit to the Registration Statement and to the reference to our firm under the
heading "PROPOSED MERGER - Certain Federal Income Tax Consequences" contained
therein. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended.

                                                     Very truly yours,



                                                     Arnold & Porter