August 9, 1995



Board of Directors
CCB Financial Corporation
111 Corcoran Street
Durham, North Carolina 27701

RE:  Security Capital Bancorp Omnibus Stock Ownership
       and Long Term Incentive Plan
     Our File 93R0034 (Y)

Gentlemen:

We have acted as counsel to CCB Financial Corporation
("CCB") in connection with its acquisition of Security
Capital Bancorp effective May 19, 1995 and in connection
therewith CCB assumed the obligations under the Security
Capital Bancorp Omnibus Stock Ownership and Long Term
Incentive Plan (the "Plan").  Pursuant to the Plan, CCB is
obligated to offer up to 35,500 shares of its $5.00 par
value common stock (the "Shares") pursuant to the terms of
the Plan and the Amended and Restated Agreement of
Combination, dated as of December 1, 1994 with regard to the
acquisition of Security Capital Bancorp (the "Merger
Agreement").

In our capacity as counsel, we have examined originals or
copies, certified or otherwise and identified to our
satisfaction, of the articles of incorporation, bylaws and
corporate resolutions of CCB, the Plan, the Merger
Agreement, the Registration Statement on Form S-8 relating
to the Plan filed by CCB with the Securities and Exchange
Commission (the "Registration Statement"), the relevant
provision of Chapter 55 of the North Carolina General
Statutes, and such other records, documents and legal
matters as we have deemed relevant and necessary as the
basis for rendering our opinion hereinafter set forth.  In
addition, we have made reasonable inquiries of the officers
of CCB as to certain relevant items.  In all examinations of
documents, we have assumed the genuineness of all original
documents and all signatures and the conformity to original
documents of all copies submitted to us as certified,
conformed or photostatic copies.

Board of Directors
August 9, 1995
Page 2


Based upon the foregoing, it is our opinion that all
requisite corporate action has been taken to adopt the Plan
and to authorize the issuance and sale of the Shares
pursuant thereto; and, that, provided the S-8 Registration
Statement filed with the Securities and Exchange Commission
with regard to the Plan and the Shares shall have come and
shall remain effective, when the Shares registered
thereunder shall have been issued and sold and the purchase
price therefor shall have been received by CCB, all in
accordance with the terms of the Plan as it appears as an
exhibit to the S-8 Registration Statement, the Shares so
issued and sold will be validly authorized, legally issued,
fully paid and nonassessable shares of the common stock of
CCB.

This opinion is furnished by us solely for your benefit in
connection with the Registration Statement and may not be
quoted or relied upon by, nor may copies be delivered to,
any other person or entity or used for any other purpose,
without our prior express written consent.  We hereby
expressly disclaim any duty or responsibility to update this
opinion or the information upon which it is based after the
date hereof.

We hereby consent to the reference to this firm in the S-8
Registration Statement and to the filing of this opinion as
an exhibit thereto.

                                   Yours very truly,

                                   /s/ Ward and Smith, P.A.
                                   WARD AND SMITH, P.A.

RLMAIN/7245