ATTORNEYS AT LAW
                                                                      Suite 2800
                                                          1100 Peachtree Street
                                                    Atlanta, Georgia 30309-4530
                                                      Telephone: (414) 815-6500
KILPATRICK STOCKTON LLP                               Facsimile: (414) 815-6555

September 30, 1998


United Community Banks, Inc.
Post Office Box 398
59 Highway 515
Blairsville, Georgia  30512

      RE:   REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:

      We are counsel to United Community Banks, Inc., a Georgia corporation (the
"Company"), in connection with the registration under the Securities Act of 1933
(the "Securities Act") of its 8.125% Junior Subordinated Deferrable Interest
Debentures due July 15, 2028 (the "New Debentures") and its Guarantee with
respect to newly-issued 8.125% Capital Securities of United Community Capital
Trust (the "Guarantee"). The transaction in which the New Debentures will be
issued is described in the Company's Registration Statement on Form S-4 (the
"Registration Statement"), expected to be filed with the Securities and Exchange
Commission (the "Commission") on September 30, 1998. The New Debentures will be
issued under an Indenture, dated as of July 20, 1998 (the "Indenture"), between
the Company and The Chase Manhattan Bank, as Trustee. In connection with the
filing of the Registration Statement, you have requested our opinion concerning
certain corporate matters.

      This opinion is limited by, and in accordance with, the January 1, 1992
edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia, which
Interpretive Standards are incorporated in this opinion letter by this
reference. All capitalized terms used herein, unless expressly defined herein,
have the meanings ascribed to such terms the Interpretive Standards.

      We have participated in the preparation of the Registration Statement and
have reviewed originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinions
expressed below.

      In the course of our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed by parties other than the Company we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization


Board of Directors of
 United Community Banks, Inc.
September 30, 1998
Page 2


by all requisite action, corporate or other, and execution and delivery by such
parties of such documents, as well as the validity, binding effect and
enforceability thereof on such parties.

      Based upon the foregoing, we are of the opinion that:

      (1) The New Debentures have been duly authorized by all requisite
corporate action of the Company and, when executed and authenticated in the
manner provided for in the Indenture and delivered against surrender and
cancellation of a like aggregate principal amount of the Company's outstanding
8.125% Junior Subordinated Deferrable Interest Debentures due July 15, 2028, as
contemplated in the Registration Rights Agreement dated July 20, 1998 to which
the Company is a party, the New Debentures will constitute valid and binding
obligations of the Company entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally or by general equitable principles (regardless of whether considered
in a proceeding in equity or at law).

      (2) The Guarantee has been duly authorized by all requisite corporate
action of the Company and constitutes a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally or by general equitable principles (regardless of whether considered
in a proceeding in equity or at law).

      We are licensed in the State of Georgia. Our opinions are limited to the
laws of the State of Georgia, and we express no opinion concerning the laws of
any other jurisdiction.

      We consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an exhibit to the Registration Statement and to
the references to us in the Prospectus included therein. In giving this consent,
we do not admit that we are within the category of persons whose consent is
required by Section 7 of the Securities Act or the rules and regulations
promulgated thereunder by the Commission.

                                          Very truly yours,


                                          Sincerely,

                                          KILPATRICK STOCKTON LLP

                                          By: /s/ F. Sheffield Hale, a Partner

/br