EXHIBIT 5




                                 April 29, 1996



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

RE:  Our File 80-0785(S)

Gentlemen:

You have asked for our opinion regarding 23,414 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 Triad Bank (the
"Bank") under its Stock Option Policy for Non-Employee 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 October 19,
1995 among 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.