EXHIBIT 5.1

                                  July 17, 2001


CCBT Financial Companies, Inc.
495 Station Avenue
South Yarmouth, MA  02644

     Re:  CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan

Ladies and Gentlemen:

     This  opinion is  furnished  in our  capacity as counsel to CCBT  Financial
Companies, Inc. (the "Company"), in connection with the registration on Form S-8
(the  "Registration  Statement"),  pursuant to the  Securities  Act of 1933,  as
amended (the "Act"), of 220,000 shares (the "Shares") of common stock, par value
$1.00  per share  (the  "Common  Stock"),  of the  Company,  which may be issued
pursuant to the CCBT Financial Companies, Inc. 2001 Directors' Stock Option Plan
(the "Plan").

     In arriving at the opinion  expressed  below,  we have  examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction,
of such records of the Company,  agreements and other instruments,  certificates
of officers and representatives of the Company, certificates of public officials
and other  documents as we have deemed  necessary or  appropriate as a basis for
the opinions  expressed  herein.  In connection  with our  examination,  we have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
tendered to us as originals,  the legal capacity of all natural  persons and the
conformity to original  documents of all documents  submitted to us as certified
or photostatic copies. We have also relied upon representations from the Company
as to certain factual matters relevant to this opinion.

     We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion  concerning the laws of any  jurisdictions  other than the
laws of the United States of America and the Commonwealth of  Massachusetts  and
also express no opinion with respect to the blue sky or  securities  laws of any
state, including the Commonwealth of Massachusetts.

     Based on the foregoing,  and subject to the  qualifications and limitations
stated  herein,  it is our opinion  that the Shares being  registered  under the
Registration  Statement have been duly and validly  authorized for issuance and,
upon delivery  thereof and payment  therefor in accordance with the Plan and the
Registration Statement, will be validly issued, fully paid, and non-assessable.

     The foregoing assumes that all requisite steps will be taken to comply with
the  requirements of the Act,  applicable  requirements of state laws regulating
the offer and sale of securities and applicable requirements of the Nasdaq Stock
Market, Inc.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement and to being named as counsel to the Company therein.


                                            Very truly yours,

                                            /s/  GOODWIN PROCTER LLP

                                            Goodwin Procter LLP