Exhibits 5 and 23.3


                      [Mays & Valentine, L.L.P. Letterhead]


                                October 20, 1999



Board of Directors
C&F Financial Corporation
Eighth & Main Streets
West Point, Virginia  23181

  C&F Financial Corporation 1998 Non-Employee Director Stock Compensation Plan
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Gentlemen:

         This letter is delivered to you in connection with the actions taken
and proposed to be taken by C&F Financial Corporation, a Virginia corporation
("C&F"), with respect to the C&F 1998 Non-Employee Director Stock Compensation
Plan (the "Plan"). As counsel to C&F, we have reviewed the registration
statement on Form S-8 (the "Registration Statement") to be filed by C&F on or
about October 20, 1999, with the Securities and Exchange Commission to effect
the registration of an additional 125,000 shares of common stock of C&F under
the Securities Act of 1933, as amended (the "Act") for issuance under the Plan.
C&F initially registered 25,000 shares of common stock pursuant to the
registration statement on Form S-8 (file no. 333-63699) on September 18, 1998.

         In this regard, we have examined the Articles of Incorporation and
Bylaws of C&F, records of proceedings of the Board of Directors of C&F, the Plan
and such other records and documents as we have deemed necessary or advisable in
connection with the opinions set forth herein. In addition, we have relied as to
certain matters on information obtained from public officials, officers of C&F
and other sources believed by us to be reliable.

         Based upon our examination and inquiries, we are of the opinion that
the shares which constitute original issuance securities will, when issued
pursuant to the terms and conditions of the Plans, be validly issued, fully paid
and nonassessable. The foregoing opinion is limited to the laws of the
Commonwealth of Virginia and we express no opinion as to the effect of the laws
of any other jurisdiction.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                         Very truly yours,


                                         /s/ Mays & Valentine, L.L.P.