EXHIBIT NO. 5.

                                                              (804) 343-4089
                                                                    2994.012



                                  June 21, 1996



Union Bankshares Corporation
P. O. Box 446
Bowling Green, Virginia 22427

Gentlemen:

           We have acted as counsel to Union Bankshares Corporation, a Virginia
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-4 of the Company (the "Registration Statement")
to be filed with the Securities and Exchange Commission (the "Commission"),
relating to the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of a maximum of 275,000 shares (the "Shares") of the
Company's common stock, par value $4.00 per share, issuable pursuant to the
Agreement and Plan of Reorganization, dated as of March 12, 1996, by and between
the Company and King George State Bank, Inc. ("King George"), and the related
Plan of Share Exchange (collectively, the " Agreement"), whereby each share of
King George common stock, par value $6.00 per share ("King George Common
Stock"), will be exchanged for 5.5 shares of Company common stock pursuant to
the terms set forth in the Agreement.

           In connection with this opinion, we have considered such questions of
law as we have deemed necessary as a basis for the opinions set forth below, and
we have examined and are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of the following: (i) the Registration
Statement; (ii) the Articles of Incorporation and By-laws of the Company, as
amended and as currently in effect; (iii) certain resolutions of the Board of
Directors of the Company relating to the issuance of the Shares and the other
transactions contemplated by the Registration Statement; (iv) the Agreement; and
(v) such other documents as we have deemed necessary or appropriate as a basis
for the opinion set forth below. In our examination, we have assumed 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. As to any facts material to this opinion that we did not
independently establish or

                                  LECLAIR RYAN

January 22, 1996
Page 2.



verify, we have relied upon statements and representations of officers and other
representatives of the Company and others.

           Based upon the foregoing, we are of the opinion that if and when
issued in exchange for shares of King George Common Stock pursuant to the terms
of the Agreement and under the circumstances contemplated by the Registration
Statement, the Shares will be validly issued, fully paid and non-assessable.

           The law covered by the opinion set forth above is limited to the laws
of the Commonwealth of Virginia and the federal law of the United States of
America.

           We hereby consent to the filing of this opinion with the Commission
as Exhibit 5 to the Registration Statement and to the reference to our name
under the caption "Legal Matters" in the Proxy Statement/Prospectus constituting
a part of the Registration Statement.

                            Sincerely,

                            LECLAIR RYAN
                            A Professional Corporation



                            By: /s/George P. Whitley
                                George P. Whitley
                                Vice President

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