EXHIBIT 5.1

               FORM OF OPINION OF GUNSTER, YOAKLEY & STEWART, P.A.
             REGARDING THE LEGALITY OF THE SECURITIES BEING OFFERED

                                                   Our File Number:  11221.00026
                                    Writer's Direct Dial Number:  (561) 650-0553

[________________], 2004

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
      [_________] 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 [______] 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 May 12, 2004, by and among
the Company, Capital City Bank and Farmers and Merchants Bank.

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:________________________________________

   Michael V. Mitrione
   Vice President

MVM/GKB/HSB