Exhibit 5.0 Opinion of Kilpatrick Stockton LLP

August 23, 2010

Athens Bancshares Corporation
106 Washington Avenue
Athens, Tennessee 37303

RE: Athens Bancshares Corporation 2010 Equity Incentive Plan

Board Members:

We have been requested by Athens Bancshares Corporation, a Tennessee corporation (the “Company”), to issue our opinion in connection with the registration of shares of the Company’s common stock, par value $0.01 per share, under the Securities Act of 1933, as amended (the “Securities Act”). The registration statement on Form S-8 (the “Registration Statement”) covers 388,815 shares of Company common stock to be issued under the Athens Bancshares Corporation 2010 Equity Incentive Plan (the “Equity Plan”): (i) 277,725 shares to be issued upon the exercise of options to purchase shares of the Company common stock and (ii) 111,090 shares to be issued as restricted stock awards.

We have made such legal and factual examinations and inquiries as we have deemed advisable for the purpose of rendering this opinion. In our examination, we have assumed but have not verified (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity with the originals of all documents supplied to us as copies; and (iv) the accuracy and completeness of all corporate records and documents and of all certificates and statements of fact, in each case given or made available to us by the Company or its subsidiaries.

Based on the foregoing, and limited in all respects to Tennessee law, it is our opinion that the shares reserved for issuance and distribution under the above-referenced Equity Plan are duly authorized and, with respect to the shares issuable upon the exercise of stock options granted or to be granted under the Equity Plan, upon payment for such shares, and, with respect to awards of shares under the Equity Plan, upon issuance of such shares, in the manner described in the Equity Plan, the shares will be validly issued, fully paid and nonassessable.

We note that, although certain portions of the Registration Statement (the financial statements and schedules) have been included therein (through incorporation by reference) on the authority of “experts” within the meaning of the Securities Act, we are not experts with respect to any portion of the Registration Statement, including, without limitation, the financial statements or schedules or the other financial information or data included therein.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-8, and we consent to the use of the name of our firm under the heading “Interests of Named Experts and Counsel” therein.

Very truly yours,
KILPATRICK STOCKTON LLP
By:	/s/ Victor L. Cangelosi
	Victor L. Cangelosi, a Partner