Exhibit 5

                 [WILLIAMS, MULLEN, CLARK & DOBBINS LETTERHEAD]


                                October __, 1999



Board of Directors
Guaranty Financial Corporation
1658 State Farm Boulevard
Charlottesville, VA  22911

Ladies and Gentlemen:

         This letter is in reference to the  Registration  Statement on Form S-1
(the  "Registration  Statement") that is about to be filed by Guaranty Financial
Corporation  (the  "Company")  with the Securities and Exchange  Commission (the
"Commission") for the registration under the Securities Act of 1933, as amended,
of 920,000  shares of the  Company's  common  stock,  par value  $1.25 per share
("Common Stock"), which shares are proposed to be offered to the public pursuant
to an  Underwriting  Agreement  to be filed as an  exhibit  to the  Registration
Statement (the "Offering").

         We have examined such corporate  proceedings,  records and documents as
we considered necessary for the purposes of this opinion.

         The  opinion  expressed  herein  is  limited  in  all  respects  to the
application of the law of the Commonwealth of Virginia.

         Based  on  the   foregoing,   and  subject  to  the   limitations   and
qualifications  set forth  herein,  it is our  opinion  that the  aforementioned
shares of Common Stock,  when issued against  payment  therefor  pursuant to the
Offering,  will be validly issued,  fully paid and non-assessable under the laws
of the Commonwealth of Virginia.

         Our opinion is expressed as of the date that shares of Common Stock are
issued pursuant to the Offering against payment  therefor,  and we do not assume
any  obligation  to update or  supplement  our  opinion to  reflect  any fact or
circumstance  subsequently  arising or any change in law subsequently  occurring
after  such date.  We hereby  consent  to the  filing of this  opinion  with the
Commission as an exhibit to the  Registration  Statement and to the reference to
us under the caption  "Legal  Matters" in the  Prospectus  forming a part of the
Registration Statement.

                                      Very truly yours,



                                      By: __________________________________