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EXHIBIT 5.1
August 10, 2000
Decatur First Bank Group, Inc.
1120 Commerce Drive
Decatur, Georgia
Re: Registration Statement on Form S-8 (Decatur First Bank Group, Inc.)
Ladies and Gentlemen:
This opinion is given in connection with the filing by Decatur First Bank
Group, Inc., a Georgia corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement"), relating to
an aggregate of 141,815 shares (the "Shares") of common stock, $5.00 par value,
of the Company, to be offered and sold by the Company under the following plan:
. Decatur First Bank Group, Inc. 1998 Stock Incentive Plan
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the shares to be issued pursuant to the Plan as
we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to this
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Georgia.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares and payment therefor as
provided in the Plan and as contemplated by the Registration
Statement, the Shares will be legally and validly issued, fully paid
and non-assessable.
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Decatur First Bank Group, Inc.
August 10, 2000
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Powell, Goldstein, Frazer & Murphy LLP
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POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
