Exhibit 5


                  SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.
                         Attorneys and Counselors at Law
                     1500 Renaissance Plaza - P.O. Box 21847
                        Greensboro, North Carolina 27420

                                                     September 9, 2002


FNB Corp.
101 Sunset Avenue
Asheboro, North Carolina 27203

     Re:  141,225  shares of Common  Stock,  par value  $2.50 per share,  of FNB
          Corp.  offered in  connection  with the Rowan  Savings Bank SSB,  Inc.
          Incentive   Stock  Option  Plan  and  Rowan  Savings  Bank  SSB,  Inc.
          Nonstatutory Stock Option Plan for Directors

Ladies and Gentlemen:

         We have acted as counsel for FNB Corp., a North Carolina corporation
(the "Corporation"), in connection with the filing of a registration statement
on Form S-8 under the Securities Act of 1933, as amended (the "Registration
Statement") with respect to 141,225 shares of the Corporation's common stock,
par value $2.50 per share (the "Shares"), to be issued to participants in the
Rowan Savings Bank SSB, Inc. Incentive Stock Option Plan and the Rowan Savings
Bank SSB, Inc. Nonstatutory Stock Option Plan for Directors (collectively, the
"Plan"). The options granted and outstanding under the Plan were assumed by FNB
pursuant to the Agreement and Plan of Merger dated as of February 11, 2002 by
and between the Corporation and Rowan Bancorp, Inc.

         We have examined such documents, records and matters of law as we have
deemed necessary for purposes of rendering this opinion. For purposes of this
opinion, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified, photostatic or conformed copies, and the
authenticity of the originals of such documents.

         We are qualified to practice law in the State of North Carolina. We do
not purport to express any opinion herein concerning any law other than the laws
of the State of North Carolina and the federal securities laws of the United
States.

         Based upon the foregoing, we are of the opinion that the Shares that
may be issued and sold by the Corporation pursuant to the Plan (and the
authorized forms of stock option agreements thereunder) are duly authorized and
will be, when issued and sold in accordance with such Plan and agreements,
validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                    Very truly yours,

                       /s/    SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.