Exhibit 8.1


                          ARTICLES OF SHARE EXCHANGE OF
                     BANK OF GREENEVILLE (CONTROL NO. 57169)
                 BG FINANCIAL GROUP, INC. (CONTROL NO. 0455521)

     Pursuant to the  provisions of Sections  45-2-1314 and 48-21-101 et seq. of
the Tennessee Code Annotated,  the undersigned  corporations adopt the following
Articles of Share Exchange.

      1.      The  attached  Plan of Share  Exchange was approved by each of the
              undersigned corporations in the manner prescribed by the Tennessee
              Business Corporation Act and the Tennessee Banking Act.

      2.      As to Bank of Greeneville, the Plan was duly adopted, as required,
              at a meeting of the shareholders on January 15, 2004.

      3.      As to BG Financial  Group,  Inc.,  the Plan was duly  adopted,  as
              required, at a meeting of the shareholders on October 14, 2003.

      4.      These Articles are effective January 23, 2004.


Dated: January 16, 2004


                                                     BANK OF GREENEVILLE


                                                By:  /s/ J. Robert Grubbs
                                                   ---------------------------
                                                   J. Robert Grubbs, President



                                                     BG FINANCIAL GROUP, INC.


                                                By:  /s/ J. Robert Grubbs
                                                   ---------------------------
                                                   J. Robert Grubbs, President