EXHIBIT 8.1



                                           Our File Number: 11221.00012
                              Writer's Direct Dial Number: 561-650-0642
                             Writer's E-Mail Address: khart@gunster.com





Capital City Bank Group, Inc.
Attention: President
217 North Monroe Street
Tallahassee, Florida 33301

First Bankshares of West Point, Inc.
Attention: President
3rd Avenue and West 10th Street
West Point, Georgia 31833


Gentlemen:

     We have served as counsel to Capital City Bank Group, Inc.

("Capital City"), a Florida corporation, in connection with the

contemplated merger of First Bankshares of West Point, Inc. ("First

Bankshares"), a Georgia corporation, into Capital City pursuant to an

Agreement and Plan of Merger dated September 25, 2000.  This opinion

regarding the federal income tax consequences of the merger is required

by  9.1(g) of the Agreement.

     Pursuant to the merger, each shareholder of First Bankshares will

receive 3.6419 shares of Capital City common stock and $ 17.7543 of

cash for each share of First Bankshares common stock surrendered in the

merger.  Cash will be paid in lieu of fractional shares of Capital City

in order to avoid the expense attendant to issuance of fractional

shares.  Subsequent to the merger, First Bankshares' wholly owned

subsidiary will be merged into a wholly owned subsidiary of Capital

City.

     In rendering this opinion, we have examined only the Agreement and

Plan of Merger, and have assumed that the merger will be consummated in

accordance with its terms.  Furthermore, we have relied upon factual

assumptions and representations made by officers of Capital City and

First Bankshares, without any independent verification.

     Based solely upon the facts, assumptions and representations

referred to above, we are of the opinion that:

     (i)   the merger will constitute a "reorganization" within the

meaning of  368(a)(1)(A) of the Internal Revenue Code of 1986, as

amended (the "Code");1

     (ii)  neither Capital City nor First Bankshares will recognize

gain or loss by reason of the merger;2 and

     (iii) gain (but not loss) will be recognized by First Bankshares

shareholders in the exchange of First Bankshares common stock for

Capital City common stock and cash in the merger, but not in excess of

the cash received.

                             *  *  *  *  *



     We have expressed no opinion regarding the tax consequences of the

merger under the laws of any state, local or foreign jurisdiction.

     Our opinion expressed herein is based upon the provisions of the

Code, Treasury regulations (both current and proposed) promulgated

thereunder, judicial decisions, revenue rulings and procedures, and

related authorities issued to, and in effect, on the date of this

letter.  Furthermore, no assurance can be given that the Internal

Revenue Service or the courts will not alter their present view, either

prospectively or retroactively, or adopt new views in respect of the

law that forms the basis of our opinion.  In that event, the opinion

expressed herein would necessarily have to be reevaluated in light of

any change in such views.  We assume no obligation to advise you of any

change in any such provision or views which would affect our opinion

set forth herein.

     Our opinion is based solely upon the Agreement and Plan of Merger

and the facts, assumptions and the representations referred to above

and we have not undertaken an independent investigation of any such

facts, assumptions or representations.  We have assumed that the

Agreement and Plan of Merger completely and accurately describes the

merger, and that such facts, assumptions and representations will be

complete and accurate at the time of the merger.  Our opinion would

require reevaluation in the event of any change in any pertinent fact,

assumption and representation.

     Except as noted below, this opinion is solely for your benefit and

the benefit of Capital City, First Bankshares and their respective

shareholders and is not to be used, circulated, quoted or otherwise

referred to by any other person for any purpose without our express

written consent.

     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.



                         Very truly yours,