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                                    EXHIBIT 5

                          HAYNSWORTH SINKLER BOYD, P.A.
                                ATTORNEYS AT LAW

                               THE PALMETTO CENTER
                          1426 MAIN STREET, SUITE 1200
                              POST OFFICE BOX 11889
                       COLUMBIA, SOUTH CAROLINA 29201-2834
                            TELEPHONE (803) 779-3080
                               FAX (803) 765-1243
                               WWW.HSBLAWFIRM.COM












                                  July 30, 2002


Carolina National Corporation
1350 Main Street
Columbia, South Carolina 29201

Gentlemen:

         In connection  with the  registration  under the Securities Act of 1933
(the "Act") of 150,000  shares of the common  stock,  no par value (the  "Common
Stock"),  of Carolina National  Corporation,  a South Carolina  corporation (the
"Company"),  we have examined such  corporate  records,  certificates  and other
documents,  and  such  questions  of law,  as we have  considered  necessary  or
appropriate for the purposes of this opinion.

         Upon the basis of such  examination,  it is our opinion that the Common
Stock,  when issued upon the terms and conditions set forth in the  Registration
Statement filed by the Company in connection with the registration of the Common
Stock, and upon receipt of the consideration  therefor,  will be legally issued,
fully paid and nonassessable.

         We consent to be named in the  Registration  Statement as attorneys who
will pass upon certain legal matters in connection  with the offering  described
in the Registration Statement, and to the filing of a copy of this opinion as an
exhibit to the Registration Statement. In giving such consent, we do not thereby
admit that we are in the  category of persons  whose  consent is required  under
Section 7 of the Act.


                                Very truly yours,


                                s/ Haynsworth Sinkler Boyd, P.A.
                                Haynsworth Sinkler Boyd, P.A.