EXHIBIT 8.1


                [LETTERHEAD OF ROGERS & HARDIN LLP APPEARS HERE]



                                 July 29, 1997

Irwin Bankcorp, Inc.
Irwin & 2nd Street
Ocilla, Georgia  31774-0165

     Re:  Federal Income Tax Consequences of the Proposed Merger
          of Irwin Bankcorp, Inc. with and into ABC Bancorp
          ------------------------------------------------------

Gentlemen:

     We have acted as counsel for ABC Bancorp ("ABC") in connection with the
proposed merger (the "Merger") of Irwin Bankcorp, Inc. ("Irwin") with and into
ABC, pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated
as of May 15, 1997, by and between ABC and Irwin.  In our capacity as counsel
for ABC and as provided in the Merger Agreement, we have been requested to
render our opinion regarding certain of the federal income tax consequences of
the Merger.

     We understand that this opinion will be filed as an exhibit to the
Registration Statement on Form S-4 (the "Registration Statement") that will be
filed by ABC and Irwin with the Securities and Exchange Commission relating to
the securities that will be issued by ABC pursuant to the Merger Agreement 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.

     All terms used herein without definition shall have the respective meanings
specified in the Merger Agreement and, unless otherwise indicated, all section
references herein are to the Internal Revenue Code of 1986, as amended.

                            INFORMATION RELIED UPON
                            -----------------------

     In rendering this opinion, we have examined such documents as we have
deemed appropriate, including the Merger Agreement and the Registration
Statement.  In the course of such examination, we have assumed, with your
consent, that all documents submitted to us as photocopies faithfully reproduce
the originals thereof, that all such originals are authentic, that all such
documents have been or will be duly executed to the extent required, and that
all statements set forth in such documents are accurate.  We have also obtained
such additional information and representations as we have deemed relevant and
necessary through consultations

 
ABC Bancorp
Irwin Bankcorp, Inc.
July 29, 1997
Page 2
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with various representatives of ABC and Irwin.  In addition, we have obtained
written certificates from the managements of ABC and Irwin to verify certain
relevant facts that have been represented to us or that we have assumed in
rendering this opinion.  With your consent, we have assumed that the
representations made in such certificates are true on the date hereof and will
be true at the Effective Time.

                                    OPINION
                                    -------

     Based upon the foregoing, it is our opinion that:

     (1)  The Merger will constitute a "reorganization" within the meaning of
Section 368(a)(1)(A), and ABC and Irwin will each be "a party to a
reorganization" within the meaning of Section 368(b).

     (2)  An Irwin shareholder will not recognize gain on his or her exchange of
shares of Irwin common stock in the Merger in excess of the amount of cash, if
any, received by him or her in the Merger.

     The opinion expressed herein is based upon existing statutory, regulatory
and judicial authority, any of which may be changed at any time with retroactive
effect.  In addition, such opinion is based solely on the documents that we have
examined, the additional information that we have obtained and the
representations that have been made to us and cannot be relied upon if any of
the facts contained in such documents or in such additional information is, or
later becomes, inaccurate or if any of the representations made to us is, or
later becomes, inaccurate.  Finally, our opinion is limited to the tax matters
specifically addressed herein, and we have not been asked to address, nor have
we addressed, any other tax consequences of the Merger.

                              Very truly yours,

                              \s\ Rogers & Hardin

                              ROGERS & HARDIN