Exhibit 5.1

                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                        A LIMITED LIABILITY PARTNERSHIP

                             BANK OF AMERICA PLAZA
                    600 PEACHTREE STREET, N.E. - SUITE 5200
                          ATLANTA, GEORGIA 30308-2216
                            TELEPHONE: 404-885-3000
                            FACSIMILE: 404-885-3995

                                 April 29, 2004


Upson Bankshares, Inc.
108 South Church Street
Thomaston, Georgia 30286-4104

         Re:      Upson Bankshares, Inc.
                  Registration Statement on Form S-4
                  1,484,029 Shares of Common Stock
                  Registration No. 333-112845


Ladies and Gentlemen:

         We have served as counsel to Upson Bankshares, Inc., a corporation
organized and existing under the laws of the State of Georgia (the "Company"),
in connection with the filing by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
of the above-described Registration Statement (the "Registration Statement")
with respect to the offer and sale of up to 1,484,029 shares of common stock, of
the Company (the "Shares"), for issuance pursuant to that certain Agreement and
Plan of Merger, dated as of November 24, 2003 (the "Merger Agreement"), by and
between the Company and First Polk Bankshares, Inc.

         In rendering this opinion, we have examined originals (or copies
certified or otherwise identified to our satisfaction) of (i) the Registration
Statement, as amended through the date hereof; (ii) the Merger Agreement; (iii)
the Articles of Incorporation of the Company, certified by the Secretary of
State of the State of Georgia; (iv) the Bylaws of the Company, certified as
complete and correct by the President and Chief Executive Officer of the
Company; (v) the form of the common stock certificate of the Company; and (vi)
such corporate and other documents, records and papers, certificates of public
officials, and certificates of officers of the Company as we have deemed
necessary for the purposes of the opinions expressed herein. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the genuineness and
conformity to original documents of documents submitted to us as certified or
photostatic copies.



Upson Bankshares, Inc.
April 29, 2004
Page 2
         Based upon such examination, we are of the opinion that, subject to
compliance with the pertinent provisions of the Securities Act and the
Securities Exchange Act of 1934, as amended, and compliance with the applicable
provisions of the securities or "blue sky" laws of the various states, the
Shares, when certificates therefore have been duly executed, countersigned,
registered, issued and delivered by the proper officers of the Company in
accordance with the terms of the Registration Statement and the Merger
Agreement, will be duly and validly issued, fully paid, and non-assessable.

         We are members of the Bar of the State of Georgia. In expressing the
opinions set forth above, we are not passing on the laws of any jurisdiction
other than the laws of the State of Georgia and the Federal law of the United
States of America.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement, including the prospectus
constituting a part thereof, as originally filed or as subsequently amended. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission thereunder.

                                              Sincerely,

                                              /s/ Troutman Sanders LLP
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