Exhibit 5

                 SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.
                         SUITE 1500 RENAISSANCE PLAZA
                             230 NORTH ELM STREET
                       GREENSBORO, NORTH CAROLINA 27401

                                  May 9, 2002

FNB Corp.
101 Sunset Avenue
Asheboro, North Carolina 27203

  Re:  Up to 672,783 Shares of Common Stock, par value $2.50 per share, of FNB
       Corp. Offered in connection with FNB Corp.'s Acquisition of Rowan
       Bancorp, Inc.

Ladies and Gentlemen:

   We have acted as counsel for FNB Corp., a North Carolina corporation (the
"Corporation"), in connection with the transactions contemplated by the
Agreement and Plan of Merger dated as of February 11, 2002 (the "Agreement") by
and between the Corporation and Rowan Bancorp, Inc., a North Carolina
corporation ("Rowan"), including the merger of FNB Acquisition Corp., a North
Carolina corporation and a wholly owned subsidiary of the Corporation, with and
into Rowan (the "Merger") and the issuance in the Merger of up to 672,783
shares of common stock, par value $2.50 per share, of the Corporation (the
"Shares").

   For purposes of rendering our opinion as to the legality of the Shares to be
issued by the Corporation, we have examined the Corporation's Articles of
Incorporation, and all amendments thereto, its Amended and Restated Bylaws, the
minutes of its Board of Directors and such of its corporate records as we
deemed necessary or appropriate, the Registration Statement on Form S-4, No.
333-87132, filed by the Corporation with the Securities and Exchange Commission
to effect registration of the Shares under the Securities Act of 1933 (the
"Registration Statement"), including the Proxy Statement/Prospectus contained
therein (the "Proxy Statement/ Prospectus"), and the Agreement. 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.

   Based upon our review (and subject to the Registration Statement becoming
and remaining effective, approval of the Merger by Rowan's shareholders,
receipt of all required regulatory approvals and consummation of the Merger on
the terms and in the manner described in the Agreement), we are of the opinion
that all necessary corporate action has been taken to authorize the issuance of
the Shares as contemplated by the Agreement, and the Shares, if and when issued
in accordance with the Agreement, will be validly issued, fully paid and
nonassessable.


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   We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to any reference to this opinion and to our firm
name under the heading "Legal Matters" in the Proxy Statement/Prospectus. We do
not, however, thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.

                                          Very truly yours,

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

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