Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.

We are counsel for The Pantry, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the resale of 5,750,000 shares (the “Shares”) of the Company’s common stock, par value $.01 per share (“Common Stock”), which have been included in the Registration Statement for the respective accounts of the persons identified in the Registration Statement as selling shareholders. Capitalized terms not defined herein shall have the definitions ascribed to them in the Registration Statement.

This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, (ii) the Certificate of Incorporation, as amended, (iii) the Bylaws, (iv) the minutes of the meetings of the Board of Directors relating to the authorization and the issuance of securities, (v) registration rights agreements, and (vi) such other corporate documents, records, and matters of law as we have deemed necessary for purposes of this opinion.

In our examination, we have assumed (without investigation or inquiry) the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents as originals, the conforming to originals of all documents submitted to us as certified copies or photocopies, and the authenticity of originals of such latter documents. As to any facts material to the opinion expressed below which we did not independently establish or verify, we have relied on statements and representations of officers and other representatives of the Company and

others. In addition, we have relied on a certificate of a Company officer, whom we believe is responsible in rendering the opinion set forth below.

Based upon the foregoing and the additional qualifications set forth below, it is our opinion that the Shares are validly issued, fully paid and nonassessable.

The opinion expressed herein does not extend to compliance with federal and state securities laws relating to the sale of the Shares. We have assumed that the appropriate action will be taken, prior to the offer and sale of the Shares, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We hereby consent to the reference to our firm in the Registration Statement under the heading “Legal Matters” and to the filing of this opinion as an exhibit to the Registration Statement. Such consent shall not be deemed to be an admission that this firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the regulations promulgated pursuant to the Securities Act.

We have investigated such questions of law for the purpose of rendering this opinion as we have deemed necessary. We are attorneys admitted to practice in the State of North Carolina. We express no opinion as to matters involving or under the laws of any jurisdiction other than United States Federal law, the laws of the State of North Carolina and the General Corporation Law of the State of Delaware (without regard to the principles of conflict of laws thereof) governing matters such as the authorization and issuance of stock as such laws are in effect as of the date hereof. This opinion is strictly limited to the matters expressly set forth herein and no statement or opinions should be inferred beyond such matters.

Our opinion is as of the date hereof, and we do not undertake to advise you of matters that might come to our attention subsequent to the date hereof which may affect our legal opinion expressed herein. This opinion is intended solely for your use in connection with the transactions described above. It may not be relied upon for any other purpose without our prior written consent.

Sincerely yours,

/S/ SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.

SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.