<PAGE>
[LETTERHEAD OF BROOKS, PIERCE, McLENDON, HUMPHREY & LEONARD]
September 28, 2000
Board of Directors
Peoples Bancorp of North Carolina, Inc.
218 South Main Avenue
P.O. Box 467
Newton, NC 28658
Re: Peoples Bancorp of North Carolina, Inc. Omnibus Stock Ownership Plan
as amended on September 25, 2000 -- Registration Statement on Form S-8
with Respect to the Offering of certain Rights and Subsequent issuance
of up to 292,600 Shares of Common Stock
Gentlemen:
We have acted as special counsel to Peoples Bancorp of North Carolina, Inc.
(the "Holding Company") in connection with the Holding Company's registration
under the Securities Act of 1933 on Form S-8 (the "Registration Statement") of
its offering of up to 292,600 shares of Common Stock, no par value (the
"Shares"), under the Peoples Bancorp of North Carolina, Inc. Omnibus Stock
Ownership Plan, as amended on September 25, 2000 (the "Omnibus Plan"), in
connection with the offering and prospective exercises of Options, Rights to
acquire Restricted Stock, Units or other Rights set forth in the Omnibus Plan
(collectively, the "Rights"). As such counsel, we have made such legal and
factual examinations and inquiries as we deemed advisable for the purpose of
rendering our opinions. Capitalized terms not specifically defined herein shall
have the meaning set forth in the Omnibus Plan.
For purposes of rendering our opinion, we have assumed that (i) the Shares
issuable pursuant to the exercise of Rights granted under the terms of the
Omnibus Plan will continue to be duly and validly authorized on the dates the
Shares are issued pursuant to the Rights; (ii) on the dates the Rights are
exercised, the Rights granted under the terms of the Omnibus Plan will
constitute valid,
<PAGE>
Board of Directors
Peoples Bancorp of North Carolina, Inc.
September 28, 2000
Page 2
legal and binding obligations of the Holding Company and will (subject to
applicable bankruptcy, moratorium, insolvency, reorganization and other laws and
legal principles affecting the enforceability of creditors' rights generally) be
enforceable against the Holding Company in accordance with their terms; (iii) no
change occurs after the date hereof in applicable law or the pertinent facts;
and (iv) the provisions of applicable "blue sky" and other state securities laws
have been complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth herein, it
is our opinion as of the date hereof that the Shares which are to be issued
pursuant to the Omnibus Plan have been duly and validly authorized and, upon the
issuance of the Shares in accordance with the Omnibus Plan and the consideration
required therefor, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Sincerely yours,
BROOKS, PIERCE, MCLENDON, HUMPHREY &
LEONARD, L.L.P.
By: /s/ Edward C. Winslow III
-------------------------------
Edward C. Winslow III
