EXHIBIT 5
 
                                 April 23, 1997
 
Board of Directors
CCB Financial Corporation
Post Office Box 931
Durham, North Carolina 27702
 
GENTLEMEN:
 
     We have acted as counsel in connection with the preparation of a
Registration Statement on Form S-4 (the "Registration Statement") filed by CCB
Financial Corporation, a North Carolina corporation (the "Company"), with the
Securities and Exchange Commission (the "SEC") to register up to 5,102,030
shares of the Company's common stock, part value $5.00 per share (the "Common
Stock"), and up to 5,102,030 attached rights to purchase Series A Junior
Participating Preferred Stock ("Rights"), which Common Stock and Rights are to
be issued by the Company upon the consummation of the merger (the "Merger") of
American Federal Bank, FSB ("American Federal") with and into American Federal
Interim Savings Bank, FSB, a subsidiary of the Company ("Interim FSB").
 
     We are generally familiar with the corporate proceedings and actions
undertaken by the Company and Interim FSB in connection with the Merger,
including the Company's execution of the Agreement and Plan of Reorganization
between the Company and American Federal (the "Agreement") and the proposed
offering of the Common Stock and the Rights, and we have examined such of the
Company's corporate records and other documents (including the Registration
Statement and the Prospectus/Joint Proxy Statement which is a part thereof) as
we have deemed necessary to form a basis for the opinions hereafter expressed.
 
     In our opinion, when the actions hereinbelow set forth shall be taken, the
Common Stock and the Rights will have been duly and legally authorized and
issued, and will be fully paid and non-assessable:
 
     1. The SEC shall have entered an appropriate order declaring effective the
Registration Statement pursuant to the rules and regulations of the SEC; and
 
     2. The Merger shall have been consummated and the Common Stock and Rights
shall have been issued as contemplated by the Agreement, and the related Plan of
Combination and Merger, and as described in the Registration Statement.
 
     We hereby consent to the use of this letter as an exhibit to the
Registration Statement and to the references to this firm and our opinions
herein in the Registration Statement under the caption "LEGAL MATTERS".
 
                                         Sincerely,
 
                                         BROOKS, PIERCE, MCLENDON,
                                           HUMPHREY & LEONARD, L.L.P.
 
                                         By:
                                           Robert A. Singer