November 20, 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 1,200,000 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  October 19, 1995 (the "Plan of Merger") by and among the
Corporation, United Carolina Bank and Triad Bank. 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