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                                                                       Exhibit 5

                                 March 31, 1994


Board of Directors
CBT Corporation
333 Broadway
Paducah, Kentucky 42001

Gentlemen:

                 We have acted as counsel to CBT Corporation, a Kentucky
corporation (the "Company"), in connection with the Agreement and Plan of
Merger and related Plan of Merger, each dated January 10, 1994, between the
Company and BMC Bankcorp, Inc.  (the "Merger Agreement") and the registration
of 1,195,560 shares of the Company's common stock (the "Shares") on the
Registration Statement on Form S-4 (the "Registration Statement") to be issued
by the Company pursuant to the Merger Agreement.  The Registration Statement is
being filed by the Company with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended.

                 We have examined and are familiar with the Company, its
organization and proceedings related thereto.  We have also examined such other
documents and procedures as we have considered necessary for the purpose of
this opinion.

                 Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of the opinion that the Shares are duly
authorized and, when issued in accordance with the 

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Board of Directors  
CBT Corporation     
March 31, 1994   
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Registration Statement and the Merger Agreement, will be duly and validly 
issued, fully paid and nonassessable.

                 We are members of the Bar of the Commonwealth of Kentucky and
do not purport to be experts on the laws of any jurisdiction other than the
Commonwealth of Kentucky and the Federal laws of the United States of America,
and we express no opinion as to the laws of any jurisdiction other than those
specified.

                 We expressly disclaim any responsibility for advising you of
any change hereafter occurring in circumstances touching or concerning the
transaction which is the subject of this opinion, including any changes in the
law or in factual matters occurring subsequent to the date of this opinion.

                 We hereby consent to the filing of this opinion, or copies
thereof, as an Exhibit to the Registration Statement and to the statement made
regarding our firm under the caption "Legal Opinion" in the prospectus included
in the Registration Statement.

                                   Sincerely,

                                   WYATT, TARRANT & COMBS 

                                   /s/ Wyatt, Tarrant & Combs