SPOILERS, I guess...

What I liked:
-Lee Pace. Dude rocked the eyebrows and gave Thranduil a dash of camp. He was the only actor who looked like he was having fun.
-Ken Stott as Balin. I liked him in the first movie, I liked him here.
-Luke Evans. He gave Bard a lot of charm.
-SMAUG. Both the visual and the Batch's voice. The dragon was worth the wait.

What I didn't like:
-Bilbo. I don't know if it's Freeman's offscreen douchiness or the fact that Bilbo has become just a guy who carries the ring, but he really seems unpleasant in this one.
-Tauriel and Legolas. Evangeline Lilly tries hard, but her character is pretty much Madame Plot Device. There is no reason for to fall in love with Kili other than to serve the story purpose. Legolas has become a sulky Nice Guy. Ugh.
-Beorn. I loved this character in the books, and while the bear form was pretty good, his human form looked like Vinnie Jones crossed with a troll doll.
-Stephen Fry's combover. i get that the master of LakeTown is supposed to be a fatuous ass, but that hair...
-the overall pacing. Jackson, Boyens and Walsh have no clue how to write a tight movie. And most of the comedy fell flat.

As a chapter in a trilogy, it was okay, but as a movie on its own it's a bit of a mess.