Exhibit 5.1


June 24, 2010

Kentucky Bancshares, Inc.
339 Main Street
Paris, KY  40361

Gentlemen:

This opinion is being furnished to you in connection with the registration of
150,000 shares of common stock, no par value per share (the "Shares"), of
Kentucky Bancshares, Inc., a Kentucky corporation (the "Corporation"), for
offer and sale under the Kentucky Bancshares, Inc. 2009 Stock Award Plan (the
"Plan") pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") to be filed on the date hereof with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended.

We have acted as counsel to the Corporation in connection with the
preparation of the Registration Statement, and have examined signed copies of
the Registration Statement.  We have also examined and relied upon (i) a copy
of the Articles of Incorporation, as amended, of the Corporation, (ii) a copy
of the Bylaws of the Corporation, and (iii) minutes of meetings of the Board
of Directors and shareholders of the Corporation considering the Plan or this
Registration Statement.

We also have examined originals or copies, certified or otherwise identified
to our satisfaction, of such other documents, and have made such other
investigations, as we have deemed necessary to form a basis for the opinion
hereinafter expressed.  In making such examination, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, and the
conformity to original documents of documents submitted to us as copies.  As
to all matters of fact relevant to our opinion, we have relied exclusively,
without independent investigation or verification, upon the foregoing
documents and on the certificates of public officials and officials of the
Corporation.

Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon the issuance thereof and in accordance with the
terms of the Plan, the Shares will be validly issued, fully paid and
nonassessable.

We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this letter.  This letter has been prepared
solely for your use in connection with the registration of the Shares and
shall not be relied upon, quoted in whole or in part or otherwise be referred
to, nor be filed with or furnished to any government agency or other person
or entity, without the prior written consent of this firm, except that we
hereby consent to the filing of this opinion as part of the Registration
Statement.


                                    Very truly yours,

                                    STOLL KEENON OGDEN PLLC