Exhibit 5.1 and 23.1




                          [Williams Mullen Letterhead]



                               September 23, 2002



The Board of Directors
New Peoples Bankshares, Inc.
2 Gent Drive
Honaker, Virginia  24260

Ladies and Gentlemen:

         This letter is in reference to the Registration  Statement on Form S-1,
as amended (the "Registration Statement"), filed by New Peoples Bankshares, Inc.
(the "Company") with the Securities and Exchange  Commission (the  "Commission")
for the  registration  under the Securities Act of 1933, as amended (the "Act"),
of 1,200,000  shares of the Company's  common  stock,  par value $2.00 per share
("Common  Stock"),  which  shares are  proposed  to be offered to the  Company's
existing  shareholders  and, in Tennessee,  Virginia and West  Virginia,  to the
public by the Company (the "Offering").

         We have examined such corporate  proceedings,  records and documents as
we considered necessary for the purposes of this opinion.

         The  opinion  expressed  herein  is  limited  in  all  respects  to the
application of the law of the Commonwealth of Virginia.

         Based  on  the   foregoing,   and  subject  to  the   limitations   and
qualifications  set forth  herein,  it is our  opinion  that the  aforementioned
shares of Common Stock,  when issued against  payment  therefor  pursuant to the
Offering,  will be validly issued,  fully paid and non-assessable under the laws
of the Commonwealth of Virginia.

         Our opinion is expressed as of the date that shares of Common Stock are
issued pursuant to the Offering against payment  therefor,  and we do not assume
any  obligation  to update or  supplement  our  opinion to  reflect  any fact or
circumstance  subsequently  arising or any change in law subsequently  occurring
after  such date.  We hereby  consent  to the  filing of this  opinion  with the
Commission as an exhibit to the Registration Statement and




Board of Directors
New Peoples Bankshares, Inc.
July 31, 2002
Page 2



to the  reference  to us under the caption  "Legal  Matters"  in the  Prospectus
forming a part of the Registration Statement.

                                        Very truly yours,

                                        WILLIAMS, MULLEN, CLARK & DOBBINS, P.C.


                                        By:/s/Wayne A. Whitham, Jr.
                                           ------------------------------------
                                                     A Shareholder