EXHIBIT 5

                                  May 8, 1998

First Citizens Corporation
19 Jefferson Street
Newnan, Georgia 30263

                     Re: Registration Statement on Form S-3
                         ----------------------------------

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-3 (the "Registration Statement"), of an aggregate of 220,221 shares
(the "Shares") of common stock, $1.00 par value per share, of the Company to
be sold by the Selling Shareholders named in the Registration Statement.

     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 to the authorization for issuance of the Shares as we have
deemed it necessary and advisable.

     In all 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
state, local and federal officals.

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

     Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that the Shares
have been duly authorized and, when sold as described in the Registration
Statement and upon receipt of consideration therefor as contemplated therein
will be, validly issued, fully paid and non-assessable.



First Citizens Corporation
May 8, 1998
Page 2

     We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement and to the
filing of this opinion as Exhibit 5 to the Registration Statement.

                               Very truly yours,

                     /s/ Powell, Goldstein, Frazer & Murphy

                     POWELL, GOLDSTEIN, FRAZER & MURPHY LLP