EXHIBIT 5


                                 May 22, 2001



Hancock Holding Company
One Hancock Plaza
Gulfport, Mississippi 39501

Ladies and Gentlemen:

  We have acted as counsel to Hancock Holding Company, a Mississippi corporation
(the "Company"), in connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to the offering of shares of Series A convertible preferred
stock of the Company, par value $20.00 per share (the "Series A Preferred
Stock"), to be issued in connection with the merger of Lamar Capital Corporation
("Lamar") into the Company, pursuant to the Agreement and Plan of Merger dated
as of February 21, 2001, (the "Merger Agreement"), filed as Appendix C to the
Prospectus/Proxy Statement (the "Prospectus/Proxy Statement") which forms a part
of the Registration Statement. The Series A Preferred Stock is convertible into
shares of the Company's common stock, par value $3.33 per share (the "Conversion
Common Stock," and, together with the Series A Preferred Stock, the
"Securities"). This opinion is being delivered to you in connection with the
Registration Statement.

  In connection with the foregoing, we have examined the Registration Statement,
including the Prospectus/Proxy Statement, the Merger Agreement and the Articles
of Amendment to the Articles of Incorporation with respect to the Series A
Preferred Stock (the "Articles of Amendment"). We also have examined originals
or copies, certified or otherwise identified to our satisfaction, of such
corporate records, certificates and other documents and have made such
investigations of law as we have deemed necessary or appropriate as a basis for
the opinions expressed below.

  As to questions of fact material to our opinions expressed herein, we have,
when relevant facts were not independently established, relied upon certificates
of, and information received from, the Company and/or representatives of the
Company. We have made no independent investigation of the facts stated in such
certificates or as to any information received from the Company and/or
representatives of the Company and do not opine as to the accuracy of such
factual matters. We also have relied, without investigation, upon certificates
and other documents from, and conversations with, public officials.



  In rendering the following opinions, we have assumed, without investigation,
the authenticity of any document or other instrument submitted to us as an
original, the conformity to the originals of any document or other instrument
submitted to us as a copy, the genuineness of all signatures on such originals
or copies, and the legal capacity of natural persons who executed any such
document or instrument at the time of execution thereof.

  Members of our firm involved in the preparation of this opinion are
licensed to practice law in the State of Mississippi and we do not purport to be
experts on, or to express any opinion herein concerning, the laws of any other
jurisdiction other than the laws of the State of Mississippi.

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

  1.    The Series A Preferred Stock, when issued in accordance with the Merger
        Agreement, will be duly authorized, validly issued, fully paid and non-
        assessable.

  2.    The Company has reserved for issuance upon conversion of the Series A
        Preferred Stock a sufficient number of shares of Conversion Common
        Stock. The Conversion Common Stock, when issued upon conversion of the
        Series A Preferred Stock, in accordance with the Articles of Amendment
        will be validly issued, fully paid and non-assessable.

  We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears under the
caption "Legal Matters" in the Registration Statement.

  This opinion is intended solely for your benefit in connection with the
transactions described above and, except as provided in the two immediately
preceding paragraphs, may not be otherwise communicated to, reproduced, filed
publicly or relied upon by, any other person or entity for any other purpose
without our express prior written consent. This opinion is limited to the
matters stated herein, and no opinion or belief is implied or may be inferred
beyond the matters expressly stated herein.

                                         Sincerely yours,

                                         ALLEN, VAUGHN, COBB & HOOD, P.A.

                                         /s/ David W. Crane