EXHIBIT 5.1

                [LETTERHEAD OF GREENEBAUM DOLL & MCDONALD PLLC]
 
                                March 25, 1997
 
Community Trust Bancorp, Inc.
208 North Mayo Trail
Pikeville, Kentucky 41501
 
Ladies and Gentlemen:
 
  We have acted as legal counsel to Community Trust Bancorp, Inc., a Kentucky
corporation (the "Company"), and CTBI Preferred Capital Trust, a Delaware
statutory business trust (the "Trust"), in connection with the preparation of
a Registration Statement on Form S-3 under the Securities Act of 1933, as
amended (the "Act"), filed by the Company and the Trust with the Securities
and Exchange Commission (the "SEC") on March 25, 1997 (the "Registration
Statement") for the purpose of registering under the Act Cumulative Trust
Preferred Securities (the "Preferred Securities") issued by the Trust.
Capitalized terms not defined herein shall have the meaning assigned to them
in the Registration Statement.
 
  We have examined and are familiar with the (i) the certificate of trust of
the Trust (the "Certificate of Trust") filed with the Secretary of State of
the State of Delaware, (ii) the Amended and Restated Trust Agreement of the
Trust, (iii) the form of the Preferred Securities of the Trust, (iv) the form
of the Guarantee between the Company and State Street Bank and Trust Company,
as trustee, (v) the form of the Subordinated Debentures to be issued by the
Company, and (vi) the form of the subordinated debenture indenture (the
"Indenture") between the Company and State Street Bank and Trust Company, as
trustee. We have also examined originals or copies, certified, or otherwise
identified to our satisfaction, of such other documents, certificates, and
records as we have deemed necessary or appropriate as a basis for the opinions
set forth herein.
 
  In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company or the Trust, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by
such parties of such documents and that, except as set forth in paragraphs (1)
and (2) below, such documents constitute valid and binding obligations of such
parties. In addition, we have assumed that the Amended and Restated Trust
Agreement of the Trust, the Preferred Securities of the Trust, the Guarantee,
the Subordinated Debentures and the Indenture when executed, will be executed
in substantially the form reviewed by us with only such modifications which
are accepted by us. As to any facts material to the opinions expressed herein
which were not independently established or verified, we have relied upon oral
or written statements and representations of officers, trustees, and other
representatives of the Company, the Trust and others.

 
  Based upon and subject to the foregoing and to other qualifications and
limitations set forth herein, we are of the opinion that:
 
  1. After the Indenture has been duly executed and delivered, the
     Subordinated Debentures, when duly executed, delivered, authenticated
     and issued in accordance with the Indenture and delivered and paid for
     as contemplated by the Registration Statement, will be valid and binding
     obligations of the Company, entitled to the benefits of the Indenture
     and enforceable against the Company in accordance with their terms,
     except to the extent that enforcement thereof may be limited by (i)
     bankruptcy, insolvency, reorganization, moratorium, or other similar
     laws now or hereafter in effect relating to creditors' rights generally,
     and (ii) general principles of equity (regardless of whether
     enforceability is considered in a proceeding at law or in equity).
 
  2. The Guarantee, when duly executed and delivered by the parties thereto,
     will be a valid and binding agreement of the Company, enforceable
     against the Company in accordance with its terms, except to the extent
     that enforcement thereof may be limited by (i) bankruptcy, insolvency,
     reorganization, moratorium, or other similar laws now or hereafter in
     effect relating to creditors' rights generally, and (ii) general
     principles of equity (regardless of whether enforceability is considered
     in a proceeding at law or in equity).
 
  We are members of the Bar of the Commonwealth of Kentucky. To the extent that
laws other than the laws of the Commonwealth of Kentucky are applicable to any
of the transactions, agreements, or instruments referred to herein, we express
no opinion on such laws.
 
  We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and with such state securities administrators as may
require such opinion of counsel for the registration of the Preferred
Securities and to the reference to this firm under the heading "Validity of
Preferred Securities" in the Prospectus. In giving this consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations of the
Securities and Exchange Commission thereunder.
 
                                          Very truly yours,
 
                                          /s/ Greenebaum Doll & McDonald PLLC

                                          Greenebaum Doll & McDonald PLLC

 
 
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