Exhibit 5.1

          [Letterhead of Kennedy Covington Lobdell & Hickman, L.L.P.]

                                  May 13, 2002


Coca-Cola Bottling Co. Consolidated
4100 Coca-Cola Plaza
Charlotte, North Carolina 28211

Ladies and Gentlemen:

     You have requested our opinion in connection with the registration under
the Securities Act of 1933, as amended, of up to 250,000 shares (the "Shares")
of Common Stock of Coca-Cola Bottling Co. Consolidated, a Delaware corporation
(the "Company"), by the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission in
connection with the J. Frank Harrison, Jr. Stock Option Agreement dated March 8,
1989 and the J. Frank Harrison, III Stock Option Agreement dated August 9, 1989
(collectively, the "Stock Option Agreements").

     We have made such investigations of law and examined originals or copies of
such documents, corporate records, certificates and other instruments that we
have deemed necessary or appropriate for purposes of giving the opinions
expressed herein.

     Based upon the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and, when issued and sold as described in the
Registration Statement in accordance with the terms of the Stock Option
Agreements, will be legally issued, fully paid and non-assessable.

     This opinion is rendered to you and is solely for your benefit in
connection with the registration of the Shares. This opinion may not be relied
upon by any other person or used for any other purpose without our prior written
consent. We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"LEGAL MATTERS" in the Reoffer Prospectus included as part of the Registration
Statement.

                                 Very truly yours,

                                 /s/ Kennedy Covington Lobdell & Hickman, L.L.P.

                                 KENNEDY COVINGTON LOBDELL & HICKMAN, L.L.P.