KILPATRICK STOCKTON LLP Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
June 8, 2000
United Community Banks, Inc.
63 Highway 515
Blairsville, Georgia 30512
Re: United Community Banks, Inc.
REGISTRATION STATEMENT ON FORM S-4 (FILE NO. 333-________)
Gentlemen:
At your request, we have examined the Registration Statement
on Form S-4 (the "Registration Statement") filed by United Community Banks, Inc.
(the "Company"), a Georgia corporation, with the Securities and Exchange
Commission with respect to the registration under the Securities Act of 1933, as
amended, of 870,595 shares of common stock, par value $5.00 per share, of the
Company (the "Common Stock"), to be issued by the Company to the shareholders of
Independent Bancshares, Inc. ("Independent"), in connection with the merger of
Independent with and into the Company.
As your counsel, and in connection with the preparation of the
Registration Statement, we have examined the originals or copies of such
documents, corporate records, certificates of public officials and officers of
the Company, and other instruments related to the authorization and issuance of
the Common Stock as we deemed relevant or necessary for the opinion expressed
herein. Based upon the foregoing, it is our opinion that the shares of Common
Stock to be issued by the Company to the Independent shareholders will be, upon
issuance, sale, and delivery in the manner and under the terms and conditions
described in the Registration Statement, validly issued, fully paid, and
nonassessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and further consent to the use of our name in the
"Legal Matters" section of the Registration Statement, including the Prospectus
constituting a part thereof, and any amendments thereto.
Yours truly,
KILPATRICK STOCKTON LLP
/s/ F. Sheffield Hale
------------------------------------------
F. Sheffield Hale,
a Partner
