EXHIBIT 8.1

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

Quitman Bancorp, Inc.
P. O. Box 592
Quitman, Georgia 31643

         Re:      Federal Income Tax Consequences of the Proposed Merger of
                  Quitman Bancorp, Inc. with and into Colony Bankcorp, Inc.
                  ---------------------------------------------------------

Ladies and Gentlemen:

         We have acted as counsel for Colony Bankcorp, Inc. ("Colony") in
connection with the proposed merger (the "Merger") of Quitman Bancorp, Inc.
("Quitman") with and into Colony, pursuant to the Agreement and Plan of Merger
(the "Merger Agreement") dated as of October 22, 2001 by and between Colony and
Quitman. In our capacity as counsel for Colony and as provided in the Merger
Agreement, we have been requested to render our opinion regarding certain of the
federal income tax consequences of the Merger. Capitalized terms used but not
specifically defined herein have the meanings ascribed to such terms in the
Merger Agreement.

         This opinion is being furnished to you, at the request of Colony, in
connection with the filing by Colony of the Registration Statement on Form S-4
(the "Registration Statement") filed on the date hereof with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act").

         In rendering our opinion set forth below, we have examined and, with
the consent of Colony and Quitman, relied upon the accuracy and completeness
(which we have neither investigated nor verified) of the facts, information,
covenants, representations and warranties contained in originals or copies,
certified or otherwise identified to our satisfaction, of the Merger Agreement,
including the Exhibits thereto, the Registration Statement and such other
documents and corporate records as we have deemed necessary or appropriate as a
basis for our opinion set forth below. In addition, we have relied upon certain
statements, representations and covenants made by Colony and Quitman, including
representations and covenants set forth in letters from Colony and Quitman dated
the date hereof (the "Tax Certificates"), and we have assumed that the Tax
Certificates will be complete and accurate, and will be re-executed by
appropriate officers of Colony and Quitman, as of the Effective Time.

         In rendering our opinion set forth below, we have assumed that (i) the
Merger will be consummated in accordance with the terms of the Merger Agreement
and as described in the Registration Statement and that none of the terms and
conditions contained therein will be waived or modified in any respect prior to
the Effective Time and (ii) the Registration Statement, the Merger Agreement and
the Tax Certificates reflect all the material facts relating to the Merger,
Colony and Quitman. Our opinion is conditioned upon, among other things, the
initial and continuing accuracy and completeness of the facts, information,
covenants, representations and warranties made by Colony and Quitman (including,
without limitation, those set forth in the Merger Agreement and the Tax
Certificates). Any material change or inaccuracy in the facts referred to, set
forth or assumed herein, in the Registration Statement, in the Merger Agreement
or in the Tax Certificates (giving effect to all events occurring after the date
hereof, whether prior or subsequent to the Effective Time) may affect the
conclusions stated herein.

         We have also assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such documents.

         In rendering our opinion set forth below, we have considered applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations promulgated thereunder (the "Regulations"), pertinent
judicial authorities, rulings of the Internal Revenue Service and such other
authorities as we have considered relevant. It should be noted that such laws,
the Code, the Regulations, judicial decisions and administrative interpretations
are subject to change at any time and, in some circumstances, with retroactive
effect. Additionally, there can be no assurance that contrary positions will not
be taken by the Internal Revenue Service. A material change in any of the
authorities upon which our opinion is based could affect our conclusions herein.



         Based solely upon and subject to the foregoing and the other
limitations, qualifications, exceptions and assumptions set forth herein, we are
of the opinion that, under current law:

         (1)      The Merger will qualify as a "reorganization" for U.S. federal
income tax purposes under Section 368(a) of the Code;

         (2)      A Quitman shareholder will not recognize gain or loss on his
or her exchange in the Merger of shares of Quitman Common Stock for Colony
Common Stock with respect to such exchange, except to the extent of any cash
received; and

         (3)      The statements in the Proxy Statement/Prospectus, which forms
part of the Registration Statement (the "Proxy Statement/Prospectus"), under the
caption "Certain Important Federal Income Tax Consequences of the Merger,"
insofar as such statements purport to summarize the material federal income tax
consequences of the Merger to Quitman and the holders of Quitman common stock
under the laws of the United States referred to therein and subject to the
qualifications referred to therein, fairly summarize such consequences in all
material respects. Except as expressly set forth above, we express no other
opinion, including, without limitation, any opinion as to whether any events
subsequent to the Effective Time will be viewed as part of the plan of
reorganization for U.S. federal income tax purposes and the effect, if any, of
such events on our conclusions herein.

         This opinion is for your benefit and is not to be used, circulated,
quoted or otherwise referred to for any purpose, except we consent to the filing
of this opinion as an Exhibit to the Registration Statement and to the use of
our name in the Proxy Statement/Prospectus under the captions "Certain Important
Federal Income Tax Consequences of the Merger" and "Legal Matters." In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder. The opinion
expressed herein is as of the date hereof, and we disclaim any undertaking to
advise you of changes of facts stated or assumed herein or any subsequent
changes in applicable law.

                                Yours very truly,



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