1








                                    EXHIBIT 5

                    OPINION OF MULDOON, MURPHY & FAUCETTE LLP


 2



                   [MULDOON, MURPHY & FAUCETTE LLP LETTERHEAD]




                                February 11, 2000



Board of Directors
Union Financial Bancshares, Inc.
203 W. Main Street
Union, South Carolina 29379

      Re:   Union Financial Bancshares, Inc. Dividend Reinvestment Plan
            Registration Statement on Form S-3,
            Post-Effective Amendment No.1
            SEC File No. 333-35319

Gentlemen:

      We have  acted as  counsel  for  Union  Financial  Bancshares,  Inc.  (the
"Company")  in  connection  with the offer and sale by the  Company  of  194,639
shares of the Company's  Common Stock, par value $0.01 per share (the "Shares").
The shares are being offered under the Securities Act of 1933, as amended, under
a  Registration  Statement on Form S-3 initially  filed with the  Securities and
Exchange  Commission  (the "SEC") on September  10, 1997 and amended on the date
hereof (the "Registration  Statement").  The offer and sale of an additional 41,
611 shares  covered under the  Company's  Dividend  Reinvestment  Plan have been
issued and are covered by our legal opinion dated September 10, 1997 as filed in
the Registration Statement.

      We  have  reviewed  the  Company's   corporate   records,   including  its
Certificate of  Incorporation, as amended, and Bylaws as of the date hereof, and
such other  documents  as we  considered  necessary  as a basis for the  opinion
hereinafter expressed.

      Based upon the foregoing,  we are of the opinion that the Shares have been
duly and  validly  authorized,  and that when the  Shares  are from time to time
issued in accordance  with the terms and  conditions set forth in the prospectus
contained  in the  Registration  Statement,  the Shares will be validly  issued,
fully paid and nonassessable.

      We hereby  consent to the  inclusion  of this  opinion  in  Post-effective
Amendment No. 1 to the  Registration  Statement and to the reference to our firm
therein and in the Prospectus forming a part thereof.

                                         Very truly yours,

                                         /s/ Muldoon, Murphy & Faucette LLP

                                         MULDOON, MURPHY & FAUCETTE LLP