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                                    EXHIBIT 5

           OPINION AND CONSENT OF BAKER, DONELSON, BEARMAN & CALDWELL



         A copy of the opinion letter and consent of counsel (Exhibit 24.1)
follows. In lieu of an opinion of counsel concerning compliance with the
requirements of ERISA and Section 401 of the Internal Revenue Code, the Company
undertakes that it has submitted or will submit the plan and any amendments
thereto to the Internal Revenue Service in a timely manner and has made or will
make all changes required by the Internal Revenue Service in order to qualify
the plan.


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                                September 9, 1998

State of Franklin Bancshares, Inc.
1907 N. Roan Street
Johnson City, Tennessee 37604

RE: Employee Stock Ownership Plan

Gentlemen:

         We have acted as securities counsel for State of Franklin Bancshares,
Inc., a Tennessee corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration Statement"), pursuant to
the Securities Act of 1933, as amended, relating to the Company's Employee Stock
Ownership Plan (the "Plan"). This opinion is being furnished in response to Item
601 of Regulation S-K and the instructions to Form S-8.

         We are familiar with the proceedings to date with respect to the
proposed offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.

         On the basis of the foregoing, we are of the opinion that:

         1. The Company is a corporation duly organized and existing under the
laws of the State of Tennessee.

         2. The Plan has been duly and validly authorized and adopted, and the
Plan confers legal interests upon employees participating in the Plan to the
extent and upon the terms and conditions described therein.

         The foregoing opinion is limited to the federal laws of the United
States and the laws of the State of Tennessee, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.

         In rendering the foregoing opinion, we have relied to the extent we
deem such reliance appropriate as to certain matters on statements,
representations and other information obtained from public officials, officers
of the Company and other sources believed by us to be responsible.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to us in the Prospectus that is a
part of the Registration Statement. In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.


                                   Very truly yours,

                                   BAKER, DONELSON, BEARMAN &
                                   CALDWELL, a Professional Corporation

                                   By:  Linda M. Crouch