Exhibit 5

VERRILL DANA, LLP
Attorneys at Law

ONE PORTLAND SQUARE
PORTLAND, MAINE 04112-0586
(207) 774-4000
Facsimile (207) 774-7499
www.verrilldana.com

February 3, 2005

First National Lincoln Corporation
223 Main Street
Damariscotta, Maine  04543

Re:  Registration Statement on Form S-8 Relating to Options to Purchase Common
Stock of First National Lincoln Corporation Plan

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the "Registration
Statement") of First National Lincoln Corporation, a Maine corporation (the
"Company"), relating to the registration of shares of the Company's Common
Stock issuable upon the exercise of options to purchase common stock of FNB
Bankshares  ("FNB") which have been converted into options to purchase common
stock of the Company pursuant to the Agreement and Plan of Merger dated as of
August 25, 2004 (the "Agreement") between the Company and FNB (the "Shares")
and the FNB Bankshares Stock Option Plan as amended (the "Plan"). It is our
understanding that the Registration Statement is to be filed with the
Securities and Exchange Commission on or about February 3, 2005.

We have examined the originals, or photostatic or certified copies, of such
records and certificates of the Company, such certificates of public officials
and of officers of the Company, and such other documents as we have deemed
relevant. In such examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies, and the authenticity of the originals of such
copies. We have also assumed the accuracy and completeness of statements of
fact contained in such documents.

Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorized and, when issued in accordance with the terms of the
Agreement and the Plan, will be validly issued, fully paid, and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the General Rules and Regulations of the Securities
and Exchange Commission.

Very truly yours,

/s/ Verrill Dana, LLP

VERRILL DANA, LLP