EXHIBIT 5


                                  June 15, 1998


Board of Directors
Triangle Bancorp, Inc.
4300 Glenwood Avenue
Raleigh, North Carolina  27612

RE:  Registration Statement on Form S-4 to Effect
           Acquisition of United Federal Savings Bank

Ladies and Gentlemen:

         I am Senior Vice President and General Counsel of Triangle Bancorp,
Inc. ("Bancorp") and in such capacity I am familiar with the Company's proposed
acquisition (the "Acquisition") of United Federal Savings Bank, Rocky Mount,
North Carolina ("United Federal"). As part of the Acquisition, Bancorp will file
with the Securities and Exchange Commission a Registration Statement on Form S-4
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to which shares of Bancorp's common stock, no par
value (the "Common Stock"), are to be registered.

         In my capacity as General Counsel, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the articles of
incorporation and bylaws of Bancorp, (ii) the corporate resolutions and other
records of actions taken by the Board of Directors of Bancorp pertaining to the
Acquisition, (iii) the Agreement and Plan of Reorganization and Merger by and
among Bancorp, Triangle Bank and United Federal dated March 4, 1998 (the
"Agreement"), (iv) the Registration Statement, (v) the relevant provisions of
the Securities Act, Chapter 55 of the North Carolina General Statues, the Bank
Holding Company Act of 1956, as amended, and the regulations promulgated under
all of the aforementioned statues, and (vi) such other documents, records,
certificates, papers and legal matters as I have considered necessary as the
basis for the opinions given herein. In addition, I have made reasonable
inquiries of the officers of Bancorp as to all relevant items. In all
examinations of documents, I have assumed the genuineness of all original
documents and all signatures and the conformity to original documents of all
copies submitted to me as certified, conformed or photostatic copies.

         On the basis of such examination (and subject to the Registration
Statement becoming and remaining effective, approval of the Acquisition by
United Federal shareholders, receipt of all required regulatory approvals, and
consummation of the Acquisition on the terms and in the manner described in the
Agreement), I am of the opinion that the shares of Common Stock to be



Board of Directors
June 15, 1998
Page 2


issued to United Federal's shareholders, upon the issuance thereof in accordance
with the terms and conditions of the Agreement, will be legally and validly
issued, fully paid and nonassessable.

         I am admitted to the practice of law in the State of North Carolina,
and, accordingly, I do not purport to express any opinion on any laws of any
other jurisdiction other than the laws of the State of North Carolina and the
federal laws of the United States of America, in each case as such laws are in
effect on the date hereof.

         This opinion is furnished by me solely for your benefit in connection
with the transaction described herein and may not be quoted or relied upon by,
nor may copies be delivered to, any other person or entity, or used for any
other purposes, without my prior express written consent. I hereby expressly
disclaim any duty or responsibility to update this opinion or the information
upon which it is based after the date hereof.

         I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the reference to my name and this opinion in the
Proxy Statement/Prospectus which is a part of the Registration Statement under
the caption "Legal and Tax Matters".

                                    Very truly yours,


                                    /s/ Alexander M. Donaldson

                                    Alexander M. Donaldson, Esq.
                                    Senior Vice President and General Counsel