Exhibit 8.1



                               ____________, 1998




McKinnon & Company, Inc.
555 Main Street
Norfolk, VA 23510

Gentlemen:

         As  special  tax  counsel  to  Guaranty  Capital  Trust I, a  statutory
business  trust formed under the laws of Delaware  (the  "Trust"),  and Guaranty
Financial Corporation,  a Virginia corporation,  in connection with the issuance
by the Trust of $_________ of its ____%  Convertible  Preferred  Securities (the
"Preferred Securities"),  and assuming that the operative documents described in
the  Prospectus  for the  Preferred  Securities  dated  ____________,  1997 (the
"Prospectus"), will be performed in accordance with the terms described therein,
we hereby  confirm to you our opinion as set forth in the  Prospectus  under the
heading "Certain United States Federal Income Tax Consequences,"  subject to the
limitations set forth therein.

                                    Very truly yours,

                                    WILLIAMS, MULLEN, CHRISTIAN
                                    & DOBBINS


                                    By:________________________________