EXHIBIT 5.1

June 8, 1995


Board of Directors
Capital City Bank Group, Inc.
217 N. Monroe Street
Tallahassee, FL  32301

Re:  Capital City Bank Group, Inc. 
     1995 Associate Stock Purchase Plan -
     Registration Statement on Form S-8,
     150,000 Shares of Common Stock

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 June 8, 1995 in connection with the registration under the
Securities Act of 1933, as amended, by the Company of an
aggregate of up to 150,000 shares of Common Stock, par value 
$.01 per share (the "Common Stock"), issuable upon issuance 
of stock under the Capital City Bank Group, Inc. 1995 
Associate Stock Purchase Plan, effective as of 
March 20, 1995 (the "Plan").

As legal counsel for the Company, we have examined the corporate
proceedings relating to 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 to be issued under
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 (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.


JAS/AJM