Exhibit 5

             [Letterhead of Womble Carlyle Sandridge & Rice, PLLC]

                                                                          , 20

BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101

Re: Registration Statement on Form S-4 (the "Registration Statement") with
    respect to shares to be issued pursuant to the Agreement and Plan of
    Reorganization by and between BB&T Corporation ("BB&T") and AREA Bancshares
    Corporation dated as of November 7, 2001 (the "Merger Agreement")

Ladies and Gentlemen:

   We have acted as counsel to BB&T in connection with the registration of
13,500,000 shares of its common stock, par value $5.00 per share (the
"Shares"), issuable pursuant to the Merger Agreement, as set forth in the
Registration Statement that is being filed on the date hereof by BB&T with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"). This opinion is
provided pursuant to the requirements of Item 21(a) of Form S-4 and Item
601(b)(5) of Regulation S-K.

   In connection with the foregoing, we have examined such records, documents,
and proceedings as we have deemed relevant as a basis for the opinion expressed
herein, and we have relied upon an officer's certificate as to certain factual
matters.

   Based on the foregoing, we are of the opinion that, when issued upon the
terms and conditions set forth in the Merger Agreement, the Shares will be
validly issued, fully paid and nonassessable.

   We hereby consent to be named in the Registration Statement under the
heading "LEGAL MATTERS" as attorneys who passed upon the validity of the Shares
and to the filing of a copy of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities
Act or other rules and regulations of the Commission thereunder.

                                          Very truly yours,

                                          Womble Carlyle Sandridge & Rice,
                                          A Professional Limited Liability
                                           Company

                                          By: _________________________________
                                                   Christopher E. Leon