The First Bancshares, Inc. (FBMS) S-1/A IPO registration (amended)

                                  WATKINS LUDLAM WINTER & STENNIS, P.A.



                                                  September 8, 2006
Board of Directors
The First Bancshares, Inc.
6480 U.S. Hwy. 98 West
Hattiesburg, MS 39402

Gentlemen:

We have acted as counsel for The First Bancshares, Inc., a Mississippi corporation (the "Company") in connection
with the filing of its Registration Statement on Form S-1 (the "Registration Statement") for the registration of
365,000 shares of Common Stock, par value $1.00 per share, of the Company under the Securities Act of 1933 to be
issued in connection with the public offering of the Common Stock in accordance with the Prospectus contained in
the Registration Statement.

We have examined the Articles of Incorporation and the amendments thereto, Bylaws, Corporate Minutes and other
corporate records and proceedings of the Company relating to its organization and present corporate status and
such other corporate records and documents as we have deemed relevant for purposes of this opinion.

Based on the foregoing, it is our opinion that the shares of Common Stock, par value $1.00 per share, of the
Company when issued and sold as described in the Registration Statement will be legally issued, fully paid and
non-assessable shares of Common Stock of the Company.

This opinion is limited to the laws of the State of Mississippi and the federal laws of the United States of
America.  We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the
reference to our firm under the caption "Legal Matters" in the Prospectus contained in the Registration Statement.

                                                     Sincerely,


                                                     WATKINS LUDLAM WINTER & STENNIS, P.A.


                                                      /s/ Watkins Ludlam Winter & Stennis, P.A.




JAG/ag