EXHIBIT 5
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July 25, 1994
BB&T Financial Corporation
223 West Nash Street
Post Office Box 1847
Wilson, North Carolina 27894-1847
Gentlemen:
This opinion is rendered for use in connection with the Registration
Statement on Form S-8, prescribed pursuant to the Securities Act of 1933, filed
by BB&T Financial Corporation (the "Company") with the Securities and Exchange
Commission, under which 1,500,000 shares of the Company's Common Stock, $2.50
par value per share, are to be registered.
As Vice President and Secretary of the Company, I have examined and am
familiar with originals or copies certified or otherwise identified to my
satisfaction, of such statutes, documents, corporate records, certificates of
public officials, and other instruments as I have deemed necessary for the
purpose of this opinion, including the Company's Articles of Incorporation and
Bylaws, both as amended to date, and the record of proceedings of the
shareholders and directors of the Company. Based upon the foregoing, I am of
the opinion that:
1. The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of North
Carolina.
2. When the Registration Statement shall have become effective and up to
1,500,000 shares of the Common Stock to be originally issued for sale shall
have been originally issued and sold under the terms set forth in the
Registration Statement, such shares will be legally and validly issued,
fully paid, and nonassessable.
I hereby consent to the filing of this Opinion as Exhibit 5 and 24.1 to the
Registration Statement and to the reference to my name in the Registration
Statement.
Very truly yours,
/s/ Jerone C. Herring, Esq.
Jerone C. Herring, Esq.
Vice President and Secretary