EXHIBIT 5

                   [MULDOON, MURPHY & FAUCETTE LLP LETTERHEAD]

                                  May 28, 1999




Board of Directors
SouthBanc Shares, Inc.
907 N. Main Street
Anderson, South Carolina 29621

      Re:   SouthBanc Shares, Inc.
            Registration Statement on Form S-3 for the Offer and Sale of 250,000
            Shares Under Dividend Reinvestment Plan

Gentlemen:

      You have  requested our opinion as special  counsel for SouthBanc  Shares,
Inc.  (the  "Corporation"),  a  Delaware  corporation,  in  connection  with the
above-referenced  registration  statement filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.

      In rendering  this  opinion,  we  understand  that the common stock of the
Corporation  will be offered and sold  pursuant to the  SouthBanc  Shares,  Inc.
Dividend  Reinvestment Plan in the manner described in the Prospectus,  which is
part of the registration  statement. We have examined such records and documents
and made such  examination  as we have deemed  relevant in connection  with this
opinion.

      Based upon and subject to the  foregoing,  and limited in all  respects to
matters of Delaware  law, it is our  opinion  that the 250,000  shares of common
stock of the Corporation  covered by the registration  statement,  upon issuance
and payment therefor in the manner described in the Prospectus,  will be legally
issued, fully paid and nonassessable.

      The following provisions of the Corporation's Certificate of Incorporation
may not be given effect by a court applying Delaware law, but in our opinion the
failure to give effect to such  provisions  will not affect the legally  issued,
fully paid and nonassessable status of the Common Stock:

      Subsection  (C)(3) of Article VII, which grants the Board the authority to
      construe and apply the  provisions of that Article,  subsection  (C)(4) of
      Article VII, to the extent that subsection obligates any person to provide
      to the Board  the  information  that  subsection  authorizes  the Board to
      demand,  and  subsection  (C)(1)  of  Article  VII,  to  the  extent  that
      subsection  limits the amount of shares of Common Stock a shareholder  may
      vote, in each case to the extent,  if any, that a court applying  Delaware
      law were to impose equitable limitations upon such authority.

      This  opinion  is  furnished  for use as an  exhibit  to the  registration
statement.  We hereby consent to the filing of this opinion as an exhibit to the
registration  statement  and to the  reference  to us under the  heading  "Legal
Opinions."

                                          Very truly yours,

                                          /s/Muldoon, Murphy & Faucette LLP
                                          MULDOON, MURPHY & FAUCETTE LLP