Exhibit 5.0
                                                                     -----------

                                  LeClair Ryan
                           A Professional Corporation
                                Attorneys At Law

                      707 EAST MAIN STREET, ELEVENTH FLOOR
                            RICHMOND, VIRGINIA 23219
                                  ___________

                                 (804) 783-2003
                               www.leclairryan.com

                                February 26, 2002

Virginia Financial Group, Inc.
102 S. Main Street
Culpeper, Virginia 22701

Gentlemen:

     We have acted as counsel to Virginia Financial Group, Inc., a Virginia
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission (the "Registration Statement"), covering
750,000 shares of common stock, $5.00 par value (the "Common Stock"), which have
been reserved for issuance under the Company's Stock Incentive Plan (the
"Plan").

     We have examined the Registration Statement and such corporate records,
certificates and other documents as we deemed necessary for the purpose of this
opinion, including the Company's Articles of Incorporation and Bylaws and all
amendments thereto. For purposes of this opinion we have assumed (i) the
genuineness of the signatures of and, except with respect to the Company, the
authority and legal capacity of individuals signing all documents on behalf of
the parties thereto; (ii) the authenticity and accuracy of all documents
submitted to us as originals; and (iii) the conformity to original documents of
all documents submitted to us as copies or facsimiles.

     Based upon and subject to the foregoing, it is our opinion that the 750,000
shares of Common Stock which are authorized for issuance under the Plan, when
issued or sold in accordance with the terms and provisions of the Plan, will be
duly authorized, legally issued, fully paid and non-assessable.

     The foregoing assumes that all steps necessary to comply with the
registration requirements of the Securities Act of 1933, and with applicable
requirements of

ALEXANDRIA . BLACKSBURG . CHARLOTTESVILLE . GLEN ALLEN . RICHMOND . NORFOLK



February 26, 2002
Page 2

state laws regulating the offer and sale of securities will be duly taken. We
hereby consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.


                                     LeClair Ryan, A Professional Corporation


                                     By: /s/ Scott H. Richter
                                         -----------------------------------
                                             Scott R. Richter
                                             Vice President