April 1, 1996






The Board of Directors
United Carolina Bancshares Corporation
Post Office Box 632
Whiteville, North Carolina  28472

RE:  Our File 80-0785(Q)

Gentlemen:

You have asked for our opinion  regarding  25,260 shares of common stock,  $4.00
par  value  (the  "Shares"),  of United  Carolina  Bancshares  Corporation  (the
"Corporation")  that are  proposed to be issued and sold to the holders and upon
the exercise of options (the "Options")  previously  granted by Seaboard Savings
Bank, Inc., SSB (the "Bank") under its 1993  Nonstatutory  Stock Option Plan for
Directors (the "Plan") and which  remained  outstanding at the effective time of
the  merger of the Bank into the  Corporation's  wholly-owned  bank  subsidiary,
United  Carolina Bank ("UCB").  The  Agreement  and Plan of  Reorganization  and
Merger dated September 19, 1995 between the Bank, UCB and the  Corporation  (the
"Agreement") provided that, when the merger became effective,  the Options would
be converted (as described therein) into options to purchase common stock of the
Corporation and the Corporation would assume the Bank's obligations thereunder.

We have examined the  Agreement,  the Plan and certified  copies of  resolutions
adopted  by the  Corporation's  Board  of  Directors  approving  the  Agreement,
ratifying  and  approving  the  assumption  of the Options,  and  reserving  and
authorizing the Shares for issuance upon exercise of the Options.  Additionally,
we have examined such other records and documents and have had such  discussions
with  officers of the  Corporation  as we deemed  necessary  with respect to the
organization of the Corporation and other matters.  Based upon such examination,
and provided that (i) the Options  originally  were properly issued by the Bank,
(ii)  the  Corporation's  Registration  Statement  on Form  S-8  filed  with the
Securities and Exchange  Commission relating to the Shares shall have become and
shall remain effective, and (iii) the Shares covered by the Registration




The Board of Directors
United Carolina Bancshares Corporation
April 1, 1996
Page 2

Statement  shall have been issued and sold upon the exercise  and in  accordance
with the terms of the Options and following  receipt by the  Corporation  of the
purchase  price of such  Shares,  then the  Shares  so  issued  and sold will be
validly authorized, legally issued, fully paid and nonassessable.

This opinion is furnished by us solely for your benefit and in  connection  with
the  filing of the  above  Registration  Statement.  Without  our prior  express
written  consent this opinion may not used for any other  purpose and may not be
quoted or relied upon by, nor may copies be  delivered  to, any other  person or
entity.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.

                                  Yours truly,

                                  S/ WARD and SMITH, P.A.

                                  WARD and SMITH, P.A.