Exhibit 5
                                                                       ---------

         [LETTER HEAD OF WOMBLE CARLYLE SANDRIDGE & RICE APPEARS HERE]



                                    [DRAFT]

                                April 26, 1996



Southern National Corporation
200 West Second Street
Winston-Salem, North Carolina 27102

     Re:  Registration Statement on Form S-3 with respect to $1 Billion
          Principal Amount of Debt Securities

Dear Ladies and Gentlemen:

     We have acted as counsel to Southern National Corporation (the "Company")
in connection with the registration by the Company of up to $1 billion principal
amount of senior or subordinated Debt Securities, issuable pursuant to the
Senior Indenture or the Subordinated Indenture as set forth in the registration
statement on Form S-3 (the "Registration Statement") that is being filed on the
date hereof by the Company with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended. This opinion letter is Exhibit 5 to
the Registration Statement. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Registration Statement.

     The Debt Securities are to be issued, separately or together, in accordance
with the terms of the Indentures in one or more series and are to be sold from
time to time as set forth in the Registration Statement, the prospectuses
contained therein (each, a "Prospectus") and any amendments or supplements
thereto.

     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.

 
Southern National Corporation
April 26, 1996
Page 2


     Based on the foregoing, we are of the opinion that when (1) the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission, (2) the terms of any class or series of the
Debt Securities have been authorized by appropriate corporate action of the
Company and (3) the Debt Securities have been issued and sold in accordance with
the Senior Indenture or Subordinated Indenture, as the case may be, and upon the
terms and conditions set forth in the Registration Statement, the applicable
Prospectus and the applicable supplement to such Prospectus, then the Debt
Securities will be validly authorized and issued and binding obligations of the
Company.

     We hereby consent to be named in the Registration Statement and in each of
the Prospectuses as attorneys who passed upon the legality of the Securities and
to the filing of a copy of this opinion as Exhibit 5 to the Registration
Statement.

                                     Very truly yours,

                                     WOMBLE CARLYLE SANDRIDGE & RICE,
                                     a Professional Limited Liability Company



                                     Garza Baldwin, III