Exhibit 5.1

Opinion of Attorney


December 30, 2005

Kentucky Bancshares, Inc.
P. O. Box 157
Paris, Kentucky  40362-0157
Re:	Registration of Common Stock under the 2005 Restricted
Stock Grant Plan
Ladies and Gentlemen:
	We have acted as counsel to Kentucky Bancshares, Inc., a Kentucky
corporation (the "Company"), in connection with the registration of
50,000 shares (the "Shares") of the Common Stock, no par value, of the
Company pursuant to the Form S-8 Registration Statement filed on or
about the date hereof by the Company under the Securities Act of 1933,
as amended, to which this opinion is an exhibit.  The Shares are being
registered following the approval by the shareholders of the Company on
May 10, 2005, of the Kentucky Bancshares, Inc. 2005 Restricted Stock
Grant Plan (the "Plan").

	As counsel, we have examined originals, or copies certified to
our satisfaction, of the Plan, the Articles of Incorporation and Bylaws
of the Company, such agreements, certificates and other statements of
government officials and corporate officers and representatives, and
other documents as we have deemed relevant and necessary as a basis for
our opinion.  In such examination we have assumed the genuineness of
all documents submitted to us as originals and the conformity with the
original document of documents submitted to us as copies.  In addition,
as to matters of fact only, we have relied, to the extent we deemed
such reliance proper, upon certificates and other written statements of
public officials and corporate officers of the Company.

	Based upon and subject to the foregoing, we are of the opinion
that when the Shares are issued, delivered and paid for, in accordance
with the terms of the Plan, the Shares will be duly authorized, validly
issued, fully paid and nonassessable.

	We hereby consent to the filing of this opinion as an exhibit to
the above-mentioned Registration Statement, including amendments
thereto.

Very truly yours,

FROST BROWN TODD LLC

By:/s/James A. Giesel
James A. Giesel, Member