Exhibit 5

                                                     October 2, 1997




First Citizens Corporation
19 Jefferson Street
Newnan, Georgia  30263

         Re:      Registration Statement on Form S-8
                  First Citizens Corporation
                  First Citizens Corporation Directors' Deferred Compensation
                    Plan

Ladies and Gentlemen:

         We have served as counsel for First Citizens Corporation, a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the "Registration Statement"), of an aggregate of 18,000 shares (the
"Shares") of common stock, $1.00 par value, of the Company, to be offered and
sold by the Company pursuant to the First Citizens Corporation Directors'
Deferred Compensation Plan (the "Plan").

         We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the shares to be issued pursuant to the Plan as
we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.

         We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.



First Citizens Corporation
October 2, 1997
Page 2


         Based upon and subject to the foregoing and having regard for such
legal considerations as we have deemed relevant, it is our opinion that:

         1.       The Shares have been duly authorized; and

         2.       Upon the issuance and delivery of the Shares and payment
                  therefor as provided in the Plan and as contemplated by the
                  Registration Statement, such Shares will be legally and
                  validly issued, fully paid and non-assessable.

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

                                Very truly yours,



                                POWELL, GOLDSTEIN, FRAZER & MURPHY LLP