EXHIBIT 5.1
Our File Number: 11221.00012
Writer's Direct Dial Number: (561) 650-0553
January 5, 2001
Board of Directors
Capital City Bank Group, Inc.
217 Monroe Street
Tallahassee, Florida 32301
Re: Capital City Bank Group, Inc.
Registration Statement on Form S-4
701,000 Shares of Common Stock
Ladies and Gentlemen:
We have acted as special counsel to Capital City Bank Group, Inc., a
Florida corporation (the "Company"), in connection with the preparation
and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of a Registration Statement on Form
S-4 (the "Registration Statement") relating to the registration by the
Company of an aggregate of 701,000 shares of the Company's common
stock, $.01 par value per share (the "Shares"). The Shares are to be
issued by the Company pursuant to that certain Agreement and Plan of
Merger (the "Merger Agreement"), dated as of September 25, 2000, by and
among the Company and First Bankshares of West Point, Inc.
In connection with the offering of the Shares, we have examined, among
other things, such state laws and executed originals and/or photostatic
copies, certified or otherwise identified to our satisfaction as being
true copies of such documents, certificates and records as we deemed
necessary and appropriate for the purpose of preparing this opinion
letter. As to various questions of fact material to this opinion
letter, where relevant facts were not independently established, we
have relied upon statements of officers of the Company.
We have assumed 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. We have assumed that all
signatories were and are legally competent to execute and deliver the
documents executed by each of them.
Based upon and subject to the foregoing, and in reliance thereon, and
subject to the qualifications hereinafter expressed, we are of the
opinion that the Shares to be issued pursuant to the Merger Agreement
have been duly authorized, and when issued in accordance therewith, the
Shares will be validly issued, fully paid, and nonassessable.
We hereby consent to the inclusion of this opinion letter as part of
the Registration Statement. In giving this consent, we do not thereby
admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or
the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
We are members of the Bar of the State of Florida and do not herein
express any opinion as to matters governed by the laws of any
jurisdiction other than the internal laws of the State of Florida
(without reference to the choice-of-law or conflict-of-law provisions,
principles or decisions under Florida law, or under any other state,
Federal or foreign law); and we have assumed compliance with all other
laws, including, without limitation, Federal, foreign and other states'
laws.
Our opinions are limited to the specific issues addressed and are
limited in all respects to laws and facts existing on the date hereof.
By rendering our opinion letter, we do not undertake to advise you of
any changes in such laws or facts which may occur or come to our
attention after the date hereof.
The foregoing opinions are furnished to you at your request, are solely
for your benefit and may not be relied upon by any other party without
the prior written consent of a shareholder of this law firm.
Respectfully submitted,
GUNSTER, YOAKLEY & STEWART, P.A.
By: /s/ Michael V. Mitrione
Michael V. Mitrione
Vice President
MVM/GKB/HSB
