1


                                                                  EXHIBIT 5
 

                                February __, 1997






Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

         Re: Wellington Hall, Limited
             Registration Statement on Form SB-2

Gentlemen:

         We have represented Wellington Hall, Limited, a North Carolina
corporation, (the "Company") in connection with the registration under the
Securities Act of 1933 of up to 1,689,887 shares of the Company's Common Stock,
no par value, to be offered and sold in accordance with the above-referenced
Registration Statement on Form SB-2.

         We have examined the Corporation's Amended and Restated Charter, its
Amended and Restated Bylaws and such of its corporate records as we deemed
necessary for purposes of rendering this opinion, the Registration Statement
(Form SB-2) relating to the offerings referred to above and filed today with the
Securities and Exchange Commission (the "Commission"), including the Prospectus
therein (the "Prospectus") and the form of certificate of Common Stock. For
purposes of this opinion, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified, photostatic or
conformed copies, and the authenticity of the originals of such documents.

         Based upon our review, we are of the opinion that all necessary
corporate action has been taken to authorize the sale and issuance of the shares
of Common Stock to be sold by the Company, and such shares, if and when issued
and paid for as contemplated by the Registration Statement and Prospectus will
be validly issued, fully paid and nonassessable.

         We hereby consent to the use of this opinion as Exhibit 5 of the
Registration Statement relating to the offering referred to above, as filed with
the Commission under the Securities Act of 1933 (the "Act"), and to any
reference to this opinion and to our firm name under the heading "Legal
Opinions" in the Prospectus. We do not, however, thereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission promulgated thereunder.




                                 Very truly yours,

                                 SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.