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                                                                       EXHIBIT 5

                          OPINION OF ALSTON & BIRD LLP


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                        [LETTERHEAD OF ALSTON & BIRD LLP]


                                  July 23, 1998


Carolina First BancShares, Inc.
402 E. Main Street
Lincolnton, North Carolina 28092


Ladies and Gentlemen:

         This opinion is given in connection with the filing of a Registration
Statement on Form S-4 (the "Registration Statement") with the Securities and
Exchange Commission, by Carolina First BancShares, Inc., a corporation organized
and existing under the laws of the State of North Carolina ("Carolina First"),
with respect to the registration under the Securities Act of 1933, as amended,
of up to 1,021,202 shares of the $2.50 per value common stock of Carolina First
("Carolina First Common Stock").

         In rendering this opinion, we have examined such corporate records and
documents as we have deemed relevant and necessary as the basis for the opinion
set forth herein.

         Based upon the foregoing, it is our opinion that the shares of Carolina
First Common Stock will, upon their issuance and sale in accordance with the
Registration Statement, be duly authorized, validly issued, fully paid, and
non-assessable under the North Carolina Business Corporation Act.

         We consent to the use of this opinion and to the reference made to the
firm under caption "Legal Matters" in the Prospectus constituting part of the
Registration Statement.


                                    ALSTON & BIRD LLP

                                    By:     /s/ Ralph F. MacDonald, III
                                            --------------------------- 
                                            Ralph F. MacDonald, III