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            EXHIBIT 5     OPINION OF MULDOON MURPHY & FAUCETTE LLP





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                   [MULDOON MURPHY & FAUCETTE LLP LETTERHEAD]




                                   May 3, 2001



Board of Directors
SouthBanc Shares, Inc.
907 North Main Street
Anderson, South Carolina 29621-5526

            Re:   SouthBanc Shares, Inc. 2001 Stock Option Plan
                  for Offer and Sale of 225,000 Shares of Common Stock

Ladies and Gentlemen:

      We have been requested by SouthBanc Shares, Inc., a Delaware corporation
(the "Company"), to issue a legal opinion in connection with the registration
under the Securities Act of 1933 on Form S-8 of 225,000 shares of the Company's
Common Stock, par value $.01 per share (the "Shares"), that may be issued under
the SouthBanc Shares, Inc. 2001 Stock Option Plan (herein referred to as the
"Plan").

      We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity to the originals of all documents supplied to us as copies, and (iv)
the accuracy and completeness of all corporate records and documents and of all
certificates and statements of fact, in each case given or made available to us
by the Company or its subsidiaries, Perpetual Bank, A Federal Savings Bank and
Heritage Federal Bank.

      Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and, upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.

      The following provisions of the Certificate of Incorporation of SouthBanc
Shares, Inc. may not be given effect, or may be subject to equitable limitations
by, a court applying Delaware law, but in our opinion, any failure to give
effect to, or limitations placed upon, such provisions will not affect the duly
authorized, validly issued, fully paid and nonassessable status of the Common
Stock:

      (a) Subsections C.3 and C.6 of Article VII, which grant the Board the
      authority to construe and apply the provisions of that Article with regard
      to the issuance of capital




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Board of Directors
May 3, 2001
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      stock, and subsection C.4 of Article VII, to the extent it obligates any
      person to provide, or authorizes the Board to demand, complete information
      concerning beneficial ownership of the Company's common stock; and

      (b) Article XV, which authorizes the Board to consider the effect of any
      offer to acquire the Company on constituencies other than stockholders in
      evaluating any such offer.

      This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part, or otherwise referred to or furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned Registration Statement on Form S-8), or any other person or
entity, without the prior written consent of this firm.

      We note that, although certain portions of the Registration Statement on
Form S-8 (the financial statements and schedules) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including, without limitation, the financial
statements or schedules or the other financial information or data included
therein.

      We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's Registration Statement on Form S-8.

                                    Very truly yours,

                                    /s/ Muldoon Murphy & Faucette LLP

                                    MULDOON MURPHY & FAUCETTE LLP