EXHIBIT 5.1



                [LETTERHEAD OF ROGERS & HARDIN LLP APPEARS HERE]



                              __________ __, 2001



ABC Bancorp
24 2nd Avenue, S.E.
Moultrie, Georgia  31776

Ladies and Gentlemen:

  You have requested our opinion in connection with the Registration Statement
on Form S-4 (the "Registration Statement") to be filed with the Securities and
Exchange Commission by ABC Bancorp ("ABC") with respect to the offer and sale by
ABC of shares of common stock, $1.00 par value per share, of ABC (the "Shares")
to be issued to the shareholders of Golden Isles Financial Holdings, Inc.
("Golden Isles") upon the consummation of the merger of Golden Isles with and
into ABC, all as further described in the Registration Statement.

  We have examined such records and documents and have made such investigation
of law as we have deemed necessary under the circumstances.

  Based on that examination and investigation, it is our opinion that, when
issued and sold in the manner described in the Registration Statement (including
all exhibits thereto) and in compliance with the Securities Act of 1933, as
amended, and applicable state securities or "Blue Sky" laws, (i) the Shares will
be duly authorized and validly issued; and (ii) the Shares will be fully paid
and non-assessable.

  We understand that this opinion will be filed as Exhibit 5.1 to the
Registration Statement and that this opinion will be referred to in the Proxy
Statement/Prospectus that will be a part of the Registration Statement.  We
hereby consent to such use of and reference to this opinion.

                                          Very truly yours,



                                          ROGERS & HARDIN