EXHIBIT 5


                                December 20, 1999


C3, Inc.
d/b/a Charles & Colvard
3800 Gateway Boulevard, Suite 310
Morrisville, North Carolina  27560

         Re: 1997 Omnibus Stock Plan of C3, Inc.

Ladies and Gentlemen:

         We have served as counsel for C3, Inc. (the "Company") in connection
with its registration under the Securities Act of 1933, as amended (the
"Securities Act"), of 252,933 shares of its common stock, no par value (the
"Shares"), which are proposed to be offered and sold pursuant to the 1997
Omnibus Stock Option Plan of C3, Inc., as amended (the "Plan"), and pursuant to
the Company's Registration Statement on Form S-8 (the "Registration Statement")
to be filed with the Securities and Exchange Commission (the "Commission") with
respect to the Shares.

                  We have reviewed the Company's articles of incorporation and
bylaws, each as amended to date, and have examined the originals, or copies
certified or otherwise identified to our satisfaction, of corporate records of
the Company, including minute books of the Company as furnished to us by the
Company, certificates of public officials and of representatives of the Company,
statutes and other instruments and documents, as a basis for the opinions
hereinafter expressed. In rendering this opinion, we have relied upon
certificates of public officials and officers of the Company with respect to the
accuracy of the factual matters contained in such certificates. We also have
reviewed the Plan and the Registration Statement.

                  In connection with such review, we have assumed with your
permission (1) the genuineness of all signatures; (2) the authenticity of all
documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as certified or photostatic copies; and (3) the
proper issuance and accuracy of certificates of public officials and officers
and agents of the Company. In rendering opinions as to future events, we have
assumed the facts and law existing on the date hereof.

                  Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized and, when issued and paid for in accordance with the
terms of the Plan, will be validly issued, fully paid and nonassessable.

                  This opinion is limited to the laws of the State of North
Carolina. This opinion is rendered as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other matters
that may come to our attention after the date hereof.

                  We hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. 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 other rules and regulations of
the Commission thereunder.

                                      WOMBLE CARLYLE SANDRIDGE & RICE
                                      A PROFESSIONAL LIMITED LIABILITY COMPANY


                                      By: /s/ Cyrus M. Johnson, Jr.
                                         ---------------------------
                                              Cyrus M. Johnson, Jr.