December 14, 1999


Bourbon Bancshares, Inc.
P.O. Box 157
Paris, Kentucky  40362-0157

     Re:   Registration Statement on Form S-8

Board of Directors:

     We have acted as counsel to Bourbon Bancshares, Inc.
(the "Company") in connection with the registration of
264,340 common shares (the "Common Shares") of the Company
covered by the Registration Statement on Form S-8 filed by
the Company pursuant to the Securities Act of 1993, as
amended (the "Act"), to which this opinion is an exhibit,
which Common Shares may be issued pursuant to the following:
(a) 1985 Incentive Stock Option Plan, (b) 1993 Employee
Stock Ownership Incentive Plan, (c) 1993 Non-Employee
Directors Stock Ownership Incentive Plan, (d) 1999 Employee
Stock Option Plan and (e) the Employee Gift Program.

     As such counsel, we have examined originals, or copies
certified to our satisfaction, of the foregoing plans, the
Company's Articles of Incorporation and Bylaws, such
agreements, documents, certificates and other statements of
government officials and corporate officers and
representatives, and other papers as we have deemed relevant
and necessary as a basis for our opinion.  In such
examination we have assumed the genuineness of all documents
submitted to us as originals and the conformity with the
original document of documents submitted to us as copies.
In addition, as to matters of fact only, we have relied to
the extent we deemed such reliance proper, upon certificates
and other written statements of public officials and
corporate officers of the Company.

     Based upon and subject to the foregoing, we are of the
opinion that the Common Shares have been duly and validly
authorized for issuance in accordance with the terms of the
foregoing plans, and when the Common Shares are issued,
delivered and paid for, in accordance with the terms of the
foregoing plans, they will be duly authorized, validly
issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as an
exhibit to the above-mentioned Registration Statement.

                                   Very truly yours,

                                   BROWN, TODD & HEYBURN PLLC

                                   /s/ James A. Giesel
                                   James A. Giesel, Member