EXHIBIT 5.1


                                ________, 2001

ABC Bancorp
24 2/nd/ Avenue, S.E.
Moultrie, Georgia 31768

ABC Bancorp Capital Trust I
24 2/nd/ Avenue, S.E.
Moultrie, Georgia 31768

RE:  Registration Statement On Form S-3

Ladies and Gentlemen:

     We have acted as counsel for ABC Bancorp, a Georgia corporation (the
"Company"), and ABC Bancorp Capital Trust I, a statutory business trust created
under the laws of Delaware (the "Trust"), in connection with the preparation and
filing of a Registration Statement on Form S-3 (the "Registration Statement"),
filed with the Securities and Exchange Commission (the "Commission") on
________, 2001, under the Securities Act of 1933, as amended (the "Act"), for
the purpose of registering (i) 2,875,000 Cumulative Trust Preferred Securities
(the "Preferred Securities") to be issued by the Trust, (ii) $28,750,000
aggregate principal amount of the Company's Subordinated Debentures (the
"Subordinated Debentures") to be issued by the Company to the Trust, and (iii)
the Company's guarantee (the "Guarantee") which guarantees the payment of
distributions and payments on liquidation or redemption of the Preferred
Securities, to be issued by the Company to the Trust in connection with such
issuance of the Preferred Securities.

     In rendering this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) the Certificate of Trust of
the Trust dated as of ________, 2001; (ii) the form of Amended and Restated
Trust Agreement of the Trust; (iii) the form of Preferred Securities Certificate
of the Trust; (iv) the form of Preferred Securities Guarantee Agreement for the
Trust; (v) the form of Subordinated Debenture; and (vi) the form of Indenture
for the Subordinated Debentures (the "Indenture"), all in the forms filed as
exhibits to the Registration Statement. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of such other
documents, certificates and records as we have deemed necessary or appropriate
for purposes of rendering the opinions set forth herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company or the Trust, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and


ABC Bancorp
ABC Bancorp Capital Trust I
_______ ___, 2001
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have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and that
such documents constitute valid and binding obligations of such parties. In
addition, we have assumed that the Amended and Restated Trust Agreement of the
Trust, the Preferred Securities Certificate of the Trust, the Guarantee, the
Subordinated Debentures and the Indenture will be executed in substantially the
form reviewed by us. As to any facts material to the opinions expressed herein
which were not independently established or verified, we have relied upon
factual statements and factual representations of officers, trustees and other
representatives of the Company and the Trust, and others.

     Based upon and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that:

1.   The Subordinated Debentures have been duly authorized by all requisite
corporate action, and after the Indenture has been duly executed and delivered,
the Subordinated Debentures, when duly executed, delivered, authenticated and
issued in accordance with the Indenture and delivered and paid for as
contemplated by the Registration Statement, will be valid and binding
obligations of the Company, entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by (i) bankruptcy, insolvency,
fraudulent conveyance or transfer, reorganization, rearrangement, receivership,
moratorium, or other laws and matters of public policy now or hereafter in
effect relating to or affecting creditors' rights generally, and (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity).

2.   The Guarantee has been duly authorized by all requisite corporate action,
and upon the issuance of the Preferred Securities in the manner and upon the
terms described in the Registration Statement, the Guarantee, when duly executed
and delivered by the parties thereto, will be a valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms,
except to the extent that enforcement thereof may be limited by (i) bankruptcy,
insolvency, fraudulent conveyance or transfer, reorganization, rearrangement,
receivership, moratorium, or other laws and matters of public policy now or
hereafter in effect relating to or affecting creditors' rights generally, and
(ii) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity).

     Our opinion is based solely on and limited to the laws of the State of
Georgia, the State of Delaware and the federal laws of the United States of
America. We express no opinion as to the laws of any other jurisdiction. As to
matters of Delaware law, we have relied on the opinion of Morris, James,
Hitchens & Williams LLP, special Delaware counsel for the Company and the Trust.

     We hereby consent to the use of our name under the caption "Legal Matters"
in the Prospectus and the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
concede that we are within the category of


ABC Bancorp
ABC Bancorp Capital Trust I
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persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.

                                   Yours very truly,



                                   ROGERS & HARDIN LLP