July 18, 1996


United Carolina Bancshares Corporation
127 West Webster Street
Whiteville, North Carolina 28472

Re:    Form S-8 Registration Statement
       United Carolina Bancshares Corporation Dollar Plus Savings Plan and Trust

Gentlemen:

The undersigned has acted as counsel for United Carolina Bancshares Corporation,
a North Carolina bank holding company (the "Corporation"), in the preparation of
the referenced Form S-8  Registration  Statement  relating to the  Corporation's
Dollar  Plus  Savings  Plan and Trust (the  "Plan")  and the  proposed  offering
thereunder of up to 2,500,000 shares of the  Corporation's  Common Stock,  $4.00
par value per share.  In connection  with the  preparation  of the  Registration
Statement,  I have  examined  originals  or  copies of such  corporate  records,
documents and other  instruments  relating to the  authorization and issuance of
such shares of Common Stock as I have deemed relevant under the circumstances.

On the basis of the foregoing, it is my opinion that:

1. The Corporation is duly organized, incorporated and is validly existing under
the laws of the  State  of North  Carolina,  with an  authorized  capitalization
consisting of 40,000,000 shares of Common Stock,  $4.00 par value per share, and
2,000,000 shares of preferred stock, par value $10.00 per share.

2. The Plan and the proposed  offering  thereunder of up to 2,500,000  shares of
Common  Stock  have  been  duly  authorized  by the  Board of  Directors  of the
Corporation,  and the 2,500,000 shares of Common Stock,  when issued pursuant to
the terms of the Plan, will be legally issued, fully paid and nonassessable.

The  undersigned  hereby consents to the filing of this opinion as an exhibit to
the Registration Statement.

Sincerely,

/s/ Howard V. Hudson, Jr.
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Howard V. Hudson, Jr.
General Counsel

                             Exhibit 5(a) and 23(a)


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