Exhibit 5.1


                               November 7, 1994


Board of Directors
BB&T Financial Corporation 
223 West Nash Street
Wilson, North Carolina 27893

Gentlemen:
    
     This opinion is issued in connection with the Registration Statement of 
BB&T Financial Corporation ("BB&T Financial") on Form S-4 ("Registration
Statement") filed with the Securities and Exchange Commission on September 1,
1994, relating to the registration of 4,517,862 shares of common stock, par
value $2.50 per share, of BB&T Financial ("BB&T Financial Common Stock"). The
BB&T Financial Common Stock will be issued in connection with the merger
("Merger") of Branch Banking and Trust Company of Virginia ("BB&T-VA"), a wholly
owned subsidiary of BB&T Financial, with and into Commerce Bank, Virginia Beach,
Virginia ("Commerce"), in accordance with an Agreement and Plan of
Reorganization, dated as of June 24, 1994 and amended as of August 25, 1994,
between BB&T Financial and Commerce and a related Plan of Merger, dated as of
June 24, 1994, between BB&T Financial, BB&T-VA and Commerce.      

     I have examined, among other things, the Articles of Incorporation and 
By-laws of BB&T Financial, the Registration Statement, the Agreement and Plan of
Reorganization and the Plan of Merger, and I am familiar with the proceedings 
taken by BB&T Financial relating to the Merger. I also have examined such 
records, certificates and other documents as I have considered necessary or 
appropriate for the purposes of this opinion.

     Based on the foregoing, I am of the opinion that, when the Registration 
Statement becomes effective in accordance with applicable law, the shares of 
BB&T Financial Common Stock to be issued in connection with the Merger, when 
issued pursuant to and in accordance with the terms of the Agreement and Plan of
Reorganization and the Plan of Merger, will be validly issued, fully paid and 
nonassessable.


 
     I hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and to the reference to me under the caption "Opinions" 
in the Proxy Statement/Prospectus included in Part I of the Registration 
Statement.


                               Very truly yours,

                               /s/ Jerone C. Herring
                               -----------------------------
                               Jerone C. Herring
                               Vice President and Secretary