Exhibit 5.1

[LETTERHEAD OF ROGERS & HARDIN LLP]

December 19, 2008

Ameris Bancorp

24 Second Avenue, SE

Moultrie, GA 31768

Ladies and Gentlemen:

We have acted as counsel to Ameris Bancorp, a Georgia corporation (the “Company”), in connection with a Registration Statement on Form S-3 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date of this letter, on behalf of selling securityholders (the “Selling Securityholders”), relating to: (i) a warrant dated November 21, 2008 (the “Warrant”), to purchase shares of the Company’s common stock, par value $1.00 per share (“Common Stock”); and (ii) 679,443 shares of Common Stock for which the Warrant may be exercised (the “Warrant Shares” and, together with the Warrant, the “Securities”). The Warrant was issued pursuant to a Letter Agreement, dated as of November 21, 2008, incorporating the terms of the Securities Purchase Agreement—Standard Terms, between the Company and the United States Department of the Treasury (the “Purchase Agreement”).

In giving the opinions hereinafter set forth, we have examined and relied upon, among other things: (i) the Registration Statement; (ii) the Purchase Agreement; (iii) the Warrant; (iv) the Company’s Articles of Incorporation, as amended; (v) the Company’s Amended and Restated Bylaws; (vi) certain resolutions of the Company’s Board of Directors; and (vii) originals or copies, certified or otherwise identified to our satisfaction, of such other agreements, documents, instruments and records as we have deemed necessary or appropriate under the circumstances for us to express the opinions hereinafter set forth. As to various factual matters, we have relied upon certificates of officers of the Company and certificates and orders of various public officials. In making the foregoing examinations, we assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the authority of the person or persons who executed each of such documents on behalf of any person or entity other than the Company, the correctness and accuracy of all certificates of officers of the Company and the correctness and accuracy of all certificates and orders of various public officials. We have also made such investigations of law as we have deemed appropriate.

In giving the opinions hereinafter set forth, we have also assumed that, prior to the offer and sale of the Securities by the Selling Securityholders, all appropriate action will be taken to register and qualify the Securities for sale under applicable state securities or “blue sky” laws. We express no opinion as to the compliance with the state securities or “blue sky” laws of any jurisdiction, and the opinions hereinafter set forth are qualified in that respect.

Insofar as the opinions hereinafter set forth relate to the Warrant to be sold by the Selling Securityholders being fully paid and nonassessable, such opinions are based solely on a certificate of an officer of the Company confirming the Company’s receipt of the consideration called for by the Purchase Agreement.

We are members of the Bar of, and are admitted to practice law in, the State of Georgia. Accordingly, we do not express any opinion concerning any law other than the laws of the State of Georgia and the federal laws of the United States of America.

Subject to the foregoing and the other matters set forth herein, it is our opinion that: (i) the Warrant to be sold by the Selling Securityholders has been duly authorized and is validly issued, fully paid and nonassessable, and (ii) upon issuance in accordance with the terms of the Warrant, the Warrant Shares to be sold by the Selling Securityholders shall have been duly authorized, validly issued, fully paid and nonassessable.

Our conclusions are limited to the matters expressly set forth as our “opinion” in the immediately preceding paragraph, and no opinion is implied or to be inferred beyond the matters expressly so stated. It is possible that future changes or developments in facts, circumstances or applicable law could alter or affect the opinions expressed herein; however, we do not undertake to update or supplement these opinions or to otherwise advise the Company or any other person of any change in respect of any event, circumstance, law, code, statute, rule or regulation, or its construction or application, that becomes relevant after the date hereof.

It is understood that the opinions expressed herein are to be used only in connection with the offer and sale of the Securities while the Registration Statement is in effect.

We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm in the prospectus included in the Registration Statement under the heading “Legal Matters.” In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/  Rogers & Hardin                            

ROGERS & HARDIN