October 30, 1995



Board of Directors
United Carolina Bancshares Corporation
Whiteville, North Carolina 28472

Gentlemen:

I have  acted  as  counsel  for  United  Carolina  Bancshares  Corporation  (the
"Corporation")  in  connection  with the  registration  of up to an aggregate of
393,900 shares of the Corporation's Common Stock, $4.00 par value per share (the
"Shares")  which  are  issuable  under  the  terms of an  Agreement  and Plan of
Reorganization and Merger dated September 19, 1994 (the "Plan of Merger") by and
among the  Corporation,  United Carolina Bank and Seaboard  Savings Bank,  Inc.,
SSB.  The Shares  are being  registered  under the  Securities  Act of 1933,  as
amended,  pursuant to a  Registration  Statement  on Form S-4 being filed by the
Corporation.

On the basis of such  investigation as I deemed  necessary,  I am of the opinion
that:

(a)      the  Corporation  has  been  duly incorporated and is validly existing
         under the laws of the State of North Carolina; and,

(b)      the Shares have been duly  authorized  and,  when issued in  accordance
         with the terms and  conditions  of the Plan of Merger,  will be validly
         issued, fully paid and nonassessable.

I hereby consent to the use of my name under the heading "Legal  Matters" in the
Prospectus/Proxy  Statement  included in the  Registration  Statement and to the
filing of this opinion as an Exhibit to the Registration Statement.

Yours truly,


s/ Howard V. Hudson, Jr.
Howard V. Hudson, Jr.
General Counsel and Secretary