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<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>dex51.txt
<DESCRIPTION>CONSENT OF COUNSEL
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                                                                     EXHIBIT 5.1



                                 June 28, 2001



BB&T Corporation
200 West Second Street
Winston-Salem, NC  27101

     Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as counsel for BB&T Corporation, a North Carolina corporation
(the "Company"), in connection with the registration by the Company, under the
Securities Act of 1933, as amended (the "Securities Act"), of the offer and sale
by the Company from time to time, pursuant to Rule 415 under the Securities Act,
of (i) unsecured debt securities, in one or more series, consisting of notes,
debentures or other evidences of indebtedness (other than Junior Subordinated
Debt Securities as described below, "Debt Securities"); (ii) shares of common
stock, par value $5.00 per share, of the Company, including attached preferred
stock purchase rights ("Common Stock"); (iii) shares of preferred stock, par
value $5.00 per share, of the Company in one or more series ("Preferred Stock");
(iv) depositary shares representing fractional interests in Preferred Stock
("Depositary Shares"); (v) warrants representing rights to purchase Debt
Securities, Common Stock or Preferred Stock ("Warrants"); (vi) units consisting
of any combination of Debt Securities, Common Stock, Preferred Stock, Depository
Shares and Warrants ("Units"); and (vii) preferred securities ("Trust Preferred
Securities") of BB&T Capital Trust I, the Company's Delaware statutory business
trust subsidiary (the "Trust"), and, in connection therewith, junior unsecured
subordinated debt securities of the Company to be issued to the Trust ("Junior
Subordinated Debt Securities") and related guarantees by the Company of certain
payments by the Trust ("Guarantees").  The term "Securities" shall collectively
refer to the Debt Securities, the Common Stock, the Preferred Stock, the
Depositary Shares, the Warrants and the Units offered by the Company and the
Trust Preferred Securities offered by the Trust (including related Junior
Subordinated Debt Securities and Guarantees).  The Securities will be offered in
amounts, at prices and on terms to be determined in light of market conditions
at the time of sale and to be set forth in supplements to the prospectus
contained in the Company's and the Trust's registration statement on Form S-3,
as it may be amended from time to time (the "Registration Statement"), to which
this opinion is an exhibit.  The aggregate initial offering price of the Debt
Securities, Common Stock, Preferred Stock, Depositary Shares, Warrants and Units
offered by the Company and Trust Preferred Securities offered by the Trust under
the Registration Statement will not exceed $1,000,000,000, not including
$150,000,000 of debt securities registered by the Company under its registration
statement on Form S-3 (no. 333-02899) and being carried forward under the
Registration Statement pursuant to Rule 429 under the Securities Act.

     We have reviewed originals or copies, certified or otherwise identified to
our satisfaction, of (i) the Articles of Incorporation and Bylaws of the
Company; (ii) the Senior Indenture dated as of
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                                                                BB&T Corporation
                                                                   June 28, 2001
                                                                          Page 2

May 24, 1996 between the Company and State Street Bank and Trust Company
("Senior Debt Indenture") relating to senior debt securities of the Company;
(iii) the Subordinated Indenture dated as of May 24, 1996 between the Company
and State Street Bank and Trust Company (the "Subordinated Debt Indenture" and
collectively with the Senior Debt Indenture, the "Indentures") relating to
subordinated debt securities of the Company; (iv) the form of Junior
Subordinated Indenture to be entered into between the Company and State Street
Bank and Trust Company providing for the Junior Subordinated Debt Securities
(the "Junior Subordinated Indenture"); (v) the form of Guarantee Agreement to be
entered into between the Company, as guarantor, and State Street Bank and Trust
Company, as trustee, providing for the Guarantees (the "Guarantee Agreement")
and (vi) such other certificates, instruments and documents as we have
considered appropriate for purposes of the opinions hereafter expressed. In
rendering this opinion, we have relied upon certificates of public officials and
officers of the Company with respect to the accuracy of the factual matters
contained in such certificates.

     In connection with such review, we have assumed with your permission that
(i) the Registration Statement and any amendments thereto (including post-
effective amendments) have become effective; (ii) a prospectus supplement will
have been prepared and filed with the Securities and Exchange Commission
describing any Securities offered thereby; (iii) all Securities will be issued
and sold in the manner stated in the Registration Statement and the applicable
prospectus supplement; (iv) each person signing each Indenture had the legal
capacity and authority to do so; (v) at the time of any offering or sale of any
shares of Common Stock or Preferred Stock, the Company will have such number of
shares of Common Stock or Preferred Stock, as set forth in such offering or
sale, authorized and available for issuance; (vi) a definitive purchase,
underwriting or similar agreement with respect to any Securities offered will
have been duly authorized and validly executed and delivered by the Company and
the other parties thereto; (vi) with respect to the issuance of any Trust
Preferred Securities, the Junior Subordinated Indenture and the Guarantee
Agreement will each have been duly authorized and validly executed and delivered
by the Company and the other parties thereto; (viii) Securities issuable upon
conversion, exchange or exercise of any Securities being offered will have been
duly authorized, established (if appropriate) and reserved for issuance upon
such conversion, exchange or exercise (if appropriate); (ix) the genuineness of
all signatures; (x) the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to
us as certified or photostatic copies; and (xi) the proper issuance and accuracy
of certificates of public officials and officers and agents of the Company.

     This opinion is limited to the laws of the State of North Carolina,
excluding local laws of the State of North Carolina (i.e., the statutes and
ordinances, the administrative decisions and the rules and regulations of
counties, towns, municipalities and special political subdivisions of, or
authorities or quasi-governmental bodies constituted under the laws of, the
State of North Carolina and judicial decisions to the extent they deal with any
of the foregoing) and the laws of the United States of America that are, in our
experience, normally applicable to the transactions of the type provided for in
the Agreement, and we are expressing no opinion as to the effect of the laws of
any other jurisdiction.

     Based upon and subject to the foregoing and the qualifications set forth
below, we are of the opinion that:
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                                                                BB&T Corporation
                                                                   June 28, 2001
                                                                          Page 3

     (i)    When (a) the terms of any Debt Securities and of their issuance and
            sale have been duly established by an officer of the Company duly
            authorized by the board of directors to take such action and in
            conformity with the applicable Indenture so as not to violate any
            applicable law or result in a default under or breach of any
            agreement or instrument binding upon the Company and so as to comply
            with any requirements or restriction imposed by any court or
            governmental body having jurisdiction over the Company, and (b) such
            Debt Securities have been duly executed and authenticated in
            accordance with the applicable Indenture and issued and sold as
            contemplated by the Registration Statement and any prospectus
            supplement relating thereto, such Debt Securities will constitute
            valid and legally binding obligations of the Company, enforceable in
            accordance with their terms, and any shares of Common Stock and
            Preferred Stock issued upon conversion of any such Debt Securities
            in accordance with the terms of the applicable Indenture and the
            action taken by the board of directors of the Company approving the
            issuance and sale of such shares of Common Stock and Preferred Stock
            will be duly authorized, validly issued, fully paid and
            nonassessable.

     (ii)   When (a) the board of directors of the Company (or a duly authorized
            committee thereof or senior executive officer) has taken all
            necessary corporate action to approve the issuance and sale of any
            shares of Common Stock or of any series of Preferred Stock (and
            Depositary Shares, if applicable), and (b) such shares have been
            issued and sold as contemplated in the Registration Statement and
            any prospectus supplement relating thereto, all such shares
            (including any shares of Common Stock issued upon exercise of any
            Warrants for Common Stock, upon conversion of any Debt Securities
            that are convertible or exchangeable for Common Stock or upon the
            exchange or conversion of any shares of Preferred Stock that are
            exchangeable or convertible into Common Stock, and including any
            shares of Preferred Stock or Depositary Shares issued upon exercise
            of any Warrants for Preferred Stock or Depositary Shares or upon
            conversion of any Debt Securities that are convertible or
            exchangeable for Preferred Stock or Depositary Shares) will be duly
            authorized, validly issued, fully paid and nonassessable.

     (iii)  When (a) the board of directors of the Company (or a duly authorized
            committee thereof or senior executive officer) has taken all
            necessary corporate action to approve a warrant agreement relating
            to the Warrants (the "Warrant Agreement"), (b) the Warrant Agreement
            has been duly executed and delivered, (c) the terms of the Warrants
            and of their issuance and sale have been duly established in
            conformity with the Warrant Agreement relating to such Warrants so
            as not to violate any applicable law or result in a default under or
            breach of any agreement or instrument binding upon the Company and
            so as to comply with any requirement or restriction imposed by any
            court or governmental or regulatory body having jurisdiction over
            the Company, and (d) the Warrants have been duly executed and
            countersigned in accordance with the Warrant Agreement relating to
            such Warrants, and issued and sold for valid consideration in the
            form and in the manner contemplated in the Registration Statement
            and any prospectus supplement relating thereto, such warrants will
            constitute valid and binding obligations of the Company, enforceable
            in accordance with their terms.
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                                                                BB&T Corporation
                                                                   June 28, 2001
                                                                          Page 4

     (iv)   When (a) the board of directors of the Company (or a duly authorized
            committee thereof or senior executive officer) has taken all
            necessary corporate action to approve the issuance of Units; (b) the
            terms of the Units and of their issuance have been duly established
            so as not to violate any applicable law or result in a default under
            or breach of any agreement or instrument binding upon the Company
            and so as to comply with any requirement or restriction imposed by
            any court or governmental or regulatory body having jurisdiction
            over the Company; and (c) the Units have been duly issued and sold
            in the form and in the manner contemplated in the Registration
            Statement and any prospectus supplement relating thereto, such Units
            will constitute valid and binding obligations of the Company,
            enforceable in accordance with their terms.

     (v)    When (a) the terms of any Junior Subordinated Debt Securities and of
            their issuance and sale have been duly established by an officer of
            the Company duly authorized by the board of directors to take such
            action and in conformity with the Junior Subordinated Indenture so
            as not to violate any applicable law or result in a default under or
            breach of any agreement or instrument binding upon the Company and
            so as to comply with any requirements or restriction imposed by any
            court or governmental body having jurisdiction over the Company, and
            (b) such Junior Subordinated Debt Securities have been duly executed
            and authenticated in accordance with the Junior Subordinated
            Indenture and issued and sold as contemplated by the Registration
            Statement and any prospectus supplement relating thereto, such
            Junior Subordinated Debt Securities will constitute valid and
            legally binding obligations of the Company, enforceable in
            accordance with their terms.

     (vi)   When (a) the terms any Guarantee and of its issuance have been duly
            established by an officer of the Company duly authorized by the
            board of directors to take such action and in conformity with the
            Guarantee Agreement so as not to violate any applicable law or
            result in a default under or breach of any agreement or instrument
            binding upon the Company and so as to comply with any requirements
            or restriction imposed by any court or governmental body having
            jurisdiction over the Company, and (b) such Guarantee has been duly
            executed and authenticated in accordance with the Guarantee
            Agreement and issued as contemplated by the Registration Statement
            and any prospectus supplement relating thereto, such Guarantee will
            constitute a valid and legally binding obligation of the Company,
            enforceable in accordance with its terms.

     Our opinions expressed herein are subject to the following:

     (a)    The effect of bankruptcy, insolvency, reorganization, moratorium and
            other similar laws affecting the rights and remedies of creditors.
            This includes without limitation the effect of the Federal
            Bankruptcy Code in its entirety, including matters of contract
            rejection, fraudulent conveyance and obligation, turn-over,
            preference, equitable subordination, automatic stay, conversion of a
            non-recourse obligation into a recourse obligation, and substantive
            consolidation. This also includes state laws regarding fraudulent
            transfers, obligations, and conveyances, and state receivership
            laws.
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                                                                BB&T Corporation
                                                                   June 28, 2001
                                                                          Page 5

     (b)    The effect of general principles of equity, whether applied by a
            court of law or equity. This includes the following concepts: (i)
            principles governing the availability of specific performance,
            injunctive relief or other traditional equitable remedies; (ii)
            principles affording traditional equitable defenses (e.g., waiver,
            laches and estoppel); (iii) good faith and fair dealing; (iv)
            reasonableness; (v) materiality of the breach; (vi) impracticability
            or impossibility of performance; (vii) the effect of obstruction,
            failure to perform or otherwise to act in accordance with an
            agreement by any person other than the Client; (viii) the effect of
            Section 1-102(3) of the Uniform Commercial Code; and (ix)
            unconscionability.

     This opinion is delivered as of the date hereof, and we undertake no
obligation to advise you of any changes in applicable law or any other matters
that may come to our attention after the date hereof.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus forming a
part of the Registration Statement under the caption "Legal Matters."  In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act and the rules and
regulations thereunder.

                              Sincerely,

                              WOMBLE CARLYLE SANDRIDGE & RICE
                              A Professional Limited Liability Company

                                  /s/ Garza Baldwin, III
                              By:______________________________________________
                                     Garza Baldwin, III
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