Exhibit 5

                      [On Ward and Smith, P.A. letterhead]


                                December 28, 2001



The Board of Directors
MountainBank Financial Corporation
201 Wren Drive
Hendersonville, North Carolina 28792

        RE:    Our File 010146-0007

Ladies and Gentlemen:

We have acted as counsel to MountainBank Financial Corporation (the
"Corporation") in connection with the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").
The Registration Statement is being filed for purposes of registering under the
Act the Corporation's issuance and sale of up to 149,688 shares of its $4.00 par
value common stock (the "Shares") in connection with stock options ("Options")
granted pursuant to the terms of the Corporation's 1997 Employee Stock Option
Plan, as amended (the "Employee Plan") which is being filed as an Exhibit to the
Registration Statement.

In connection with rendering our opinion set forth in this letter, we have
examined or relied upon copies of the following documents:

1.      the Registration Statement;

2.      the Employee Plan, and the form of stock option agreement evidencing
        Options granted thereunder;

3.      resolutions adopted by the Corporation's Board of Directors relating to
        the Employee Plan, Options granted thereunder and the Registration
        Statement; and,

4.      such other records and certificates and instruments as we have deemed
        necessary for the purposes of the opinion expressed herein.

In delivering this letter, we have assumed (i) the authenticity of all documents
submitted to us as originals and the conformity to the original or certified
copies of all documents submitted to us as conformed or reproduction copies, and
(ii) that the copies of resolutions referenced above are accurate and complete
and evidence all actions taken by the Corporation's Board of Directors
pertaining to the Employee Plan, Options granted thereunder and the Registration
Statement.

Based upon and subject to the foregoing, as well as the qualifications set forth
below, we are of the opinion as of this date that, (i) when the Registration
Statement has become effective, and upon compliance with the pertinent
provisions of the Act, and (ii) when the Shares have been properly issued in
accordance with terms of the Employee Plan and Options granted thereunder
(including the Corporation's receipt of the specified consideration, if any, for
such Shares and the satisfaction of all other conditions to such issuance), then
the Shares will be validly issued, fully paid and nonassessible.



Our opinion set forth in this letter is expressly limited and qualified as
follows:

1.      Our opinion is limited to matters of North Carolina law and the federal
        laws of the United States of America.

2.      Our opinion is limited to the matters  expressly stated herein, and no
        opinion may be inferred or implied beyond the matters expressly stated.

3.      Except as otherwise expressly specified herein, our opinion is limited
        to matters in existence as of the date hereof, and we undertake no
        responsibility to revise or supplement this letter or our opinion to
        reflect any change in the law or facts.

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

                                                       Yours truly,

                                                       /S/ Ward and Smith, P.A.

                                                       WARD AND SMITH, P.A.