Press Release

On September 18, 2009, National Penn Bancshares, Inc. issued a press release announcing the closing of the underwriters' exercise of their over-allotment option to purchase an additional 4,005,000 shares (the "Shares") of National Penn's common stock at a purchase price of $5.25 per share. The over-allotment option was granted to the underwriters in connection with National Penn's public offering of 26.7 million shares of its common stock. A copy of National Penn's press release dated September 18, 2009 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Opinion re: Legality

The validity of the Shares offered was passed upon for National Penn Bancshares, Inc. by H. Anderson Ellsworth, Esq., Executive Vice President and Securities Law Compliance Director of National Penn. The opinion by H. Anderson Ellsworth, Esq. is attached hereto as Exhibit 5.1.

(d) Exhibits.

5.1      Opinion re: Legality of H. Anderson Ellsworth, Esq., Executive Vice
         President and Securities Law Compliance Director of National Penn
         Bancshares, Inc.

99.1     Press Release of National Penn Bancshares, Inc., dated September 18,
         2009.