KS Bancorp Inc – ‘S-8’ on 2/13/98 – EX-5

As of:  Friday, 2/13/98   ·   Effective:  2/13/98   ·   Accession #:  950109-98-994   ·   File #:  333-46287

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           10     41K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   2      9K 
 3: EX-23.2     Consent of McGladrey & Pullen, LLP                     1      5K 

EX-5   —   Opinion re: Legality

EX-5
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                                                                     EXHIBIT 5.0

[Letterhead of Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.]

February 5, 1998

                                                                  (910) 271-3112

Board of Directors                                                              
KS Bancorp, Inc.                                                                
P.O. Box 219                                                                    
Kenly, NC  27542-0219                                                           

Re:  KS Bancorp, Inc. Employee Stock Option Plan and KS Bancorp, Inc. 
          Nonqualified Stock Option Plan for Directors -- Registration Statement
       on Form S-8 with Respect to the Offering of up to 161,789 Shares of
Common Stock                                                

Gentlemen:                                                                      

We have acted as special counsel to KS Bancorp, Inc. (the "Holding    
Company"), in connection with the Holding Company's registration under the      
Securities Act of 1933 on Form S-8 (the "Registration Statement") of its        
offering of up to 161,789 shares of Common Stock, no par value (the "Shares"),  
under the KS Bancorp, Inc. Employee Stock Option Plan and KS Bancorp, Inc.      
Nonqualified Stock Option Plan for Directors (collectively, the "Stock Option   
Plans")  in connection with the exercise of stock options (the "Option Rights").
As such counsel, we have made such legal and factual examinations and inquiries 
as we deemed advisable for the purpose of rendering our opinions.               

     For purposes of rendering our opinions, we have assumed that (i) the Shares
issuable pursuant to the exercise of Option Rights granted under the terms of   
the Stock Option Plans will continue to be duly and validly authorized on the   
dates the Shares are issued pursuant to the Option Rights; (ii) on the dates the
Option Rights are exercised, the Option Rights granted under the terms of the   
Stock Option Plans will constitute valid, legal and binding obligations of the  
Holding Company and will (subject to applicable bankruptcy, moratorium,         
insolvency, reorganization and other laws and legal principles affecting the    
enforceability of creditors' rights generally) be enforceable against the       
Holding Company in accordance with their terms; (iii) no change occurs after the
date hereof in applicable law or the pertinent facts; and (iv) the provisions of
applicable "blue sky" and other state securities laws have been complied with to
the extent required.                                                            

EX-5
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Board of Directors                                                              
KS Bancorp, Inc.                                                                
February 5, 1998                                                                
Page 2                                                                          

     Based on the foregoing, and subject to the assumptions set forth herein, it
is our opinion as of the date hereof that the Shares which have been or are to  
be issued pursuant to the Stock Option Plans have been duly and validly         
authorized and, upon the issuance or sale of the Shares in accordance with the  
Stock Option Plans, and upon receipt of any consideration required thereby, will
be validly  issued, fully paid and nonassessable.                               

We hereby consent to the filing of this letter as an exhibit to the   
Registration Statement.                                                         

Sincerely yours,    

                         BROOKS, PIERCE, MCLENDON, HUMPHREY & LEONARD,
L.L.P.              

        By: /s/ Randall A. Underwood
                             -----------------------------------------

RAU:sw                                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		2/13/98							SC 13G
		2/5/98		1		2
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