Our File
Number: 00011221.00027
Writer’s
Direct Dial Number: (954) 713-6407
Writer’s
E-Mail Address: gbader @gunster.com
[________________],
2005
Board of
Directors
Capital
City Bank Group, Inc.
217 North
Monroe Street
Tallahassee,
Florida 32301
Re: Registration
Statement on Form S-4 for 725,000 Shares of Common
Stock
Ladies
and Gentlemen:
We have
acted as 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 up to an aggregate of 725,000 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 February 3, 2005, by and among the
Company, First Alachua Banking Corporation, and First National Bank of Alachua.
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, and following
(i) the effectiveness of the Registration Statement, (ii) the issuance of the
Shares pursuant to the Merger Agreement, and (iii) the completion of the
transactions contemplated by the Merger Agreement, 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
Board of
Directors
Capital
City Bank Group, Inc.
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 to
enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. § 229.601(b)(5), in connection with the Registration
Statement, 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:
Gregory
K. Bader,
Authorized
Signatory |
GKB/MVM/HSB