Exhibit 5.1


                  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


                                  May 21, 2003


FNB Corp.
101 Sunset Avenue
Asheboro, North Carolina  27203

     Re: 420,000 shares of Common Stock, par value $2.50 per share, of FNB Corp.
     offered in connection with the FNB Corp. 2003 Stock Incentive Plan

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 (the "Registration Statement") under the Securities Act of 1933, as
amended, with respect to 420,000 shares of the Corporation's common stock, par
value $2.50 per share (the "Shares"), to be issued to participants in the
Corporation's 2003 Stock Incentive Plan (the "Plan").

         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 are duly
authorized and will be, when issued and sold in accordance with such Plan,
validly issued, fully paid and nonassessable.





FNB Corp.
May 21, 2003
Page 2



         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.