Exhibit 5

                      [On Ward and Smith, P.A. letterhead]


                                  April 5, 2002



The Board of Directors
MountainBank Financial Corporation
201 Wren Drive
Hendersonville, North Carolina 28792

     RE:    Our File 010146-0010

Ladies and Gentlemen:

We have acted as counsel to MountainBank Financial Corporation (the
"Corporation") in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").
The Registration Statement is being filed for purposes of registering under the
Act the issuance and sale by the Corporation of up to 39,583 shares of its $4.00
par value common stock (the "Shares") in connection with stock options
("Options") previously granted by First Western Bank ("First Western") to its
employees pursuant to the terms of its 1998 Incentive Stock Option Plan and 1999
Incentive Stock Option Plan (collectively, the "Plans"). Both of the Plans and
the Options granted under them have been assumed by the Corporation in
connection with its acquisition of First Western effective on December 31, 2001.

In connection with rendering our opinion set forth in this letter, we have
examined or relied upon copies of the following documents:

1.   the Registration Statement;

2.   the Plans, and the option modification agreements relating to Options
     granted thereunder;

3.   resolutions adopted by the Corporation's Board of Directors relating to the
     Plans, Options granted thereunder and the Registration Statement; and,

4.   such other records and certificates and instruments as we have deemed
     necessary for the purposes of the opinion expressed herein.

In delivering this letter, we have assumed (i) the authenticity of all documents
submitted to us as originals and the conformity to the original or certified
copies of all documents submitted to us as conformed or reproduction copies, and
(ii) that the copies of resolutions referenced above are accurate and complete,
evidence all actions taken by the Corporation's Board of Directors pertaining to
the Plans, Options granted thereunder and the Registration Statement, and have
not been rescinded or modified.

Based upon and subject to the foregoing, as well as the qualifications set forth
below, we are of the opinion as of this date that, (i) when the Registration
Statement has become effective, and upon compliance with the pertinent
provisions of the Act, and (ii) when the Shares have been properly issued in
accordance with terms of the Plans and Options granted thereunder (including the
Corporation's receipt of the specified



consideration, if any, for such Shares and the satisfaction of all other
conditions to such issuance), then the Shares will be validly issued, fully paid
and nonassessible.

Our opinion set forth in this letter is expressly limited and qualified as
follows:

1.   Our opinion is limited to matters of North Carolina law and the federal
     laws of the United States of America.

2.   Our opinion is limited to the matters expressly stated herein, and no
     opinion may be inferred or implied beyond the matters expressly stated.

3.   Except as otherwise expressly specified herein, our opinion is limited to
     matters in existence as of the date hereof, and we undertake no
     responsibility to revise or supplement this letter or our opinion to
     reflect any change in the law or facts.

We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required by Section 7 of the Act or the rules and
regulations promulgated thereunder by the Securities and Exchange Commission.

                                                Yours truly,

                                                /S/ Ward and Smith, P.A.

                                                WARD AND SMITH, P.A.