BROOKS, PIERCE, MCLENDON, HUMPHREY & LEONARD, L.L.P.






                             February 21, 1995

                                                              (910) 271-3123


Board of Directors
Security Capital Bancorp
507 West Innes Street
Salisbury, North Carolina  21845-3775


         Re:     Security  Capital  Bancorp Omnibus Stock Ownership and Long
                 Term  Incentive  Plan  - Registration Statement on Form S-8
                 Respecting  the  Offering of up to 300,000 Shares of Common
                 Stock


Gentlemen:

         We   have  acted  as  counsel  to  Security  Capital  Bancorp  (the
 "Company")  in  connection  with  the  Company's  registration  under  the
Securities  Act  of  1933,  as  amended,  on  Form  S-8  (the  "Registration
Statement")  of its offering of up to 300,000 shares of Common Stock, no par
value  (the  "Shares")  pursuant  to  the grant of stock options, restricted
stock  awards,  long  term  incentive  units  and  stock appreciation rights
(collectively,  the  "Rights")  under  the  Security Capital Bancorp Omnibus
Stock Ownership and Long Term Incentive Plan (the "Plan").  As such counsel,
we  have made such legal and factual examinations and inquiries as we deemed
advisable for the purpose of rendering the opinions set forth herein.

         For  purposes  of rendering our opinion below, we have assumed that
(i) the Shares issuable pursuant to the exercise of Rights granted under the
terms  of  the  Plan  will continue to be duly and validly authorized on the
dates  the  Shares  are issued pursuant to the Rights; (ii) on the dates the
Rights  are   exercised, the Rights granted under the terms of the Plan will
constitute  valid,  legal  and  binding  obligations of the Company and will
(subject  to  applicable  bankruptcy, moratorium, insolvency, reorganization
and  other  laws  and  legal  principles  affecting  the  enforceability  of
creditors'  rights  generally)  be  enforceable  against  the  Company  in
accordance with their terms; (iii) no change occurs after the date hereof in
applicable law or the pertinent facts; and (iv) the provisions of applicable
"blue  sky"  and  other state securities laws have been complied with to the
extent required.

Board of Directors
February 21, 1995
Page 2



         Based  on  the  foregoing, and subject to the assumptions set forth
herein,  it  is our opinion as of the date hereof that the Shares which have
been  or  are  to  be issued pursuant to the Plan have been duly and validly
authorized  and,  upon the issuance or sale of the Shares in accordance with
the Plan and receipt of any consideration required thereby, such shares will
be legally issued, fully paid and nonassessable.

         We  hereby consent to the filing of this letter as an exhibit to the
Registration Statement.

                                     Sincerely yours,

                                     BROOKS, PIERCE, MCLENDON, HUMPHREY &
                                     LEONARD, L.L.P.



                                    By: 
                                    Signature of Robert A. Singer appears here
                                        Robert A. Singer