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                                                                       EXHIBIT 5

                  [WATKINS LUDLAM & STENNIS. P.A.  LETTERHEAD]
                                October 4, 1996



Board of Directors
Hancock Holding Company
One Hancock Plaza
2510 14th Street
Gulfport, Mississippi 39501

Gentlemen:

         We have acted as counsel to Hancock Holding Company in connection with
the preparation of its Registration Statement on Form S-4 for registration of
450,330 shares of Common Stock, $3.33 par value, under the Securities Act of
1933.  Such shares are to be issued pursuant to the Agreement and Plan of
Reorganization (the "Merger Agreement"), dated as of June 19, 1996, by and
among Hancock Holding Company, Hancock Bank of Louisiana, Community Bancshares,
Inc. and Community State Bank.

         We have examined the Merger Agreement, the Articles of Incorporation
and the amendments thereto of Hancock Holding Company, and such other documents
as we deemed relevant.

         Based on the foregoing, it is our opinion that the 450,330 shares of
Common Stock of Hancock Holding Company to be registered under the Securities
Act of 1933, when issued pursuant to the Merger Agreement will be legally
issued, fully paid and non-assessable shares of Common Stock of Hancock Holding
Company

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinion" in the Proxy Statement comprising Part I of the Registration
Statement.

                                        Sincerely,



                                        WATKINS LUDLAM & STENNIS, P.A.