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                                    EXHIBIT 5

                    OPINION OF MULDOON, MURPHY & FAUCETTE LLP
            AS TO THE LEGALITY OF THE COMMON STOCK REGISTERED HEREBY













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                                  June 3, 1999


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

      Re:   SouthBanc Shares, Inc. 1998  Option  Plan,  SouthBanc  Shares,  Inc.
            Management and  Recognition  Plan,  Perpetual Bank 1997 Stock Option
            Plan, and the Perpetual Bank 1997  Management and  Recognition  Plan
            Registration  Statement  on Form S-8 for Offer  and Sale of  521,228
            Shares of Common Stock

Ladies and Gentlemen:

      We have been requested by SouthBanc Shares,  Inc. (the "Company") to issue
a legal opinion in connection with the registration  under the Securities Act of
1933 on Form S-8 of 521,228 shares of the Company's Common Stock, par value $.01
per share (the "Shares"),  that may be issued under the SouthBanc  Shares,  Inc.
1998 Stock Option Plan,  SouthBanc Shares, Inc. Management and Recognition Plan,
Perpetual Bank 1997 Stock Option Plan and the Perpetual Bank 1997 Management and
Recognition 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 of 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 subsidiary.

      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  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 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 and
            subsection  C.4 of  Article  VII,  to  the  extent  that  subsection
            obligates  any  person to  provide  the Board the  information  such
            subsection  authorizes  the  Board to  demand,  in each  case to the
            extent,  if any, that a court  applying  Delaware law were to impose
            equitable limitations upon such authority; 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.



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Board of Directors
June 3, 1999
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      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 be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned  registration  statement  on Form S-8 in which  this  opinion  is
contained) 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