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EXHIBIT 5.1
[ LETTERHEAD OF GERRISH & MCCREARY, P.C. ]
WASHINGTON SQUARE
222 SECOND AVENUE NORTH - SUITE 424
NASHVILLE, TN 37201
TELEPHONE: (615) 251-0900
TELECOPIER: (615) 251-0975
July 25, 2000
Community Financial Group, Inc.
401 Church Street
Nashville, TN 37219-2213
Re: Legality of Securities to be Issued
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration by Community
Financial Group, Inc. (the "Company") under the Securities Act of 1933, as
amended (the "Act"), of up to 250,000 shares of the Company's Common Stock,
$6.00 par value (the "Shares"), to be issued by the Company pursuant to The Bank
of Nashville Retirement Savings Plan (revised September 1996) (the "Plan"). The
shares will be sold in the manner set forth in the Registration Statement on
Form S-8 ("Registration Statement") that is being filed under the Act with
respect to the offering of the Shares.
In connection with the offering of the shares, we have examined (1) the
Company's Charter and amendments filed thereto, (2) the Registration Statement,
(3) the Plan, and (4) such other documents as we have deemed necessary to form
the opinion expressed below. As to various questions of fact independent
established, we have relied upon statements of officers of the Company.
Based on this examination, we advise you that, in our opinion, the shares to be
issued pursuant to the Plan have been duly authorized and, when issued by the
Company in the manner described in the Registration Statement and the Plan, will
be validly issued, fully paid and non-assessable.
The foregoing opinion is limited to the federal laws of the United States and
the laws of the State of Tennessee and we express no opinion as to the effect of
the laws of any other jurisdiction.
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We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference in the prospectus delivered pursuant to Form S-8
to this firm under the caption "Legal Matters" as having passed upon the
validity of the shares. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
adopted under the Act.
Very truly yours,
GERRISH & MCCREARY, P.C.
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