EXHIBIT 5.1

September 30, 1997


Capital City Bank Group, Inc.
217 North Monroe Street
Tallahassee, Florida  32301

Ladies and Gentlemen:

We have acted as legal counsel for Capital City Bank Group, Inc. (the
"Company"), a corporation organized under the laws of the State of
Florida, with respect to the Company's Form S-8 Registration Statement
(the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission on or about September 30, 1997, in
connection with the registration under the Securities Act of 1933, as
amended, by the Company of an aggregate of up to 50,000 shares of
Common Stock, $.01 par value per share (the "Common Stock"), issuable
pursuant to the Capital City Bank Group, Inc. 401(k) Profit Sharing
Plan (the "Plan").

As legal counsel for the Company, we have examined the corporate
proceedings relating to the Registration Statement, the Plan and such
other legal matters as we deemed appropriate for the purposes of
rendering this opinion.

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 of Common Stock, if any, to be issued to or
for the benefit of eligible participants in the Plan have been duly
and validly authorized for issuance and, when issued in accordance
with the terms of the Plan, will be validly issued, fully paid, and
nonassessable.

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 and
the Florida Business Corporation Act (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.

We hereby consent to the inclusion of this opinion letter as part of
the Registration Statement.  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.

Very truly yours,

/s/ GUNSTER, YOAKLEY, VALDES-FAULI & STEWART, P.A.

GUNSTER, YOAKLEY, VALDES-FAULI & STEWART, P.A.