EXHIBIT 5.1

                [LETTERHEAD OF MARTIN, SNOW, GRANT & NAPIER, LLP]

                               December 27, 2001


Colony Bankcorp, Inc.
115 South Grant Street
Fitzgerald, Georgia 31750

Ladies and Gentlemen:

     You have requested our opinion in connection with the Registration
Statement on Form S-4 (the "Registration Statement") to be filed with the
Securities and Exchange Commission by Colony Bankcorp, Inc. ("Colony") with
respect to the offer and sale by Colony of shares of common stock, $1.00 par
value per share, of Colony (the "Shares") to be issued to the shareholders of
Quitman Bancorp, Inc. ("Quitman") upon the consummation of the merger of Quitman
with and into Colony, all as further described in the Registration Statement.

     We have examined such records and documents and have made such
investigation of law as we have deemed necessary under the circumstances.

     Based on that examination and investigation, it is our opinion that, when
issued and sold in the manner described in the Registration Statement (including
all exhibits thereto) and in compliance with the Securities Act of 1933, as
amended, and applicable state securities or "Blue Sky" laws, (i) the Shares will
be duly authorized and validly issued; and (ii) the Shares will be fully paid
and non-assessable.

     We understand that this opinion will be filed as Exhibit 5.1 to the
Registration Statement and that this opinion will be referred to in the Proxy
Statement/Prospectus that will be a part of the Registration Statement. We
hereby consent to such use of and reference to this opinion.

                                        Very truly yours,



                                        /s/ MARTIN, SNOW, GRANT & NAPIER, LLP