Exhibits 5.1 and 23.1


                 [WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]


                               September 15, 2000


The Board of Directors
Independent Community Bankshares, Inc.
111 W. Washington Street
Middleburg, Virginia  20117

         Re:   Dividend Reinvestment and Stock Purchase Plan

Ladies and Gentlemen:

         This letter is delivered to you in  connection  with the actions  taken
and proposed to be taken by Independent Community  Bankshares,  Inc., a Virginia
corporation  (the  "Company"),  with  respect to the offer and sale from time to
time  pursuant  to  the  Independent   Community   Bankshares,   Inc.   Dividend
Reinvestment  and Stock  Purchase Plan (the "Plan"),  of up to 100,000 shares of
the Company's common stock, par value $5.00 per share (the "Shares"). As counsel
to the Company,  we have  reviewed the  Registration  Statement on Form S-3 (the
"Registration  Statement")  to be filed by the Company with the  Securities  and
Exchange  Commission  to  effect  the  registration  of  the  Shares  under  the
Securities Act of 1933, as amended.

         In this regard,  we have examined such corporate  proceedings,  records
and documents as we have deemed  necessary or advisable in  connection  with the
opinions set forth herein.

         Based upon such examination,  it is our opinion that the Shares,  which
constitute   original   issuance   securities,   when  issued  pursuant  to  the
Registration Statement and the terms and conditions of the Plan, will be validly
issued,  fully paid and  nonassessable.  The foregoing opinion is limited to the
laws of the Commonwealth of Virginia, and we express no opinion as to the effect
of the laws of any other jurisdiction.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration  Statement  and to the  reference  to our  firm as  counsel  to the
Company in the Registration Statement.

                                         Very truly yours,

                                         WILLIAMS, MULLEN, CLARK & DOBBINS, P.C.


                                         By:
                                            ------------------------------------
                                                       A Shareholder