
              ROBINSON, BRADSHAW & HINSON, P.A.
                      ATTORNEYS AT LAW

             101 NORTH TRYON STREET, SUITE 1900          SOUTH CAROLINA OFFICE 
               CHARLOTTE, NORTH CAROLINA 28246           THE GUARDIAN BUILDING 
                  TELEPHONE (704) 377-2536             ONE LAW PLACE - SUITE 600
                     FAX (704) 378-4000                    P.O. DRAWER 12070 
                                                         ROCK HILL, S.C. 29731
                                                       TELEPHONE (803) 325-2900
                                                          FAX (803) 325-2929
                                                    




                                                                               
                                                                                

                                January 28, 1999


First Bancorp
341 Main Street
Troy, North Carolina  27371

         Re:      Registration Statement on Form S-3

Ladies and Gentlemen:

         We refer to the registration  statement,  as amended (the "Registration
Statement), of First Bancorp, a North Carolina corporation (hereinafter referred
to as the "Company"),  filed with the Securities and Exchange Commission for the
purpose of  registering  under the  Securities  Act of 1933, as amended,  35,000
shares of the Company's common stock, $5 par value per share (the "Shares"),  in
connection with the Company's  Amended and Restated  Dividend  Reinvestment  and
Common  Stock  Purchase  Plan (the  "Plan").  We have  examined  the Articles of
Incorporation and the Bylaws of the Company,  minutes of applicable  meetings of
the Board of Directors of the Company and other Company  records,  together with
applicable  certificates  of public  officials and other  documents that we have
deemed relevant.

         Based upon the foregoing and subject to the conditions set forth below,
it is our opinion that the Shares, when sold as contemplated by the Registration
Statement, will be legally issued, fully paid and nonassessable. We have assumed
that the Company and those  persons  purchasing  Shares under the Plan will have
complied  with the relevant  requirements  of the Plan.  The opinions  expressed
herein are conditional upon the Company's  Articles of Incorporation  and Bylaws
not being  further  amended  prior to the  issuance or sale of any Shares.  This
opinion is limited to the laws of the State of North Carolina, and we express no
opinion with respect to the laws of any other state or jurisdiction.
<PAGE>

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement.  In giving such consent, we do not admit that we are in
the  category  of persons  whose  consent  is  required  under  Section 7 of the
Securities Act of 1933.

                                               Very truly yours,

                                               ROBINSON, BRADSHAW & HINSON, P.A.

                                               /s/ Henry H. Ralston
                                               --------------------
                                               Henry H. Ralston


