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                                                                     EXHIBIT 8.2


              Form of Tax Opinion of Kennedy, Baris & Lundy, L.L.P.


                                 March __, 2001



Board of Directors
GrandBanc, Inc.
1800 Rockville Pike
Rockville, Maryland  20852


Re:       Registration Statement on Form S-4 (File No. 333-51784)

Ladies and Gentlemen:

         We have acted as special counsel for GrandBanc, Inc., a Maryland
corporation ("GrandBanc") in connection with the proposed merger (the "Merger")
of GrandBanc, with and into CBI Holdings Corporation ("Merger Sub"), and a
wholly-owned subsidiary of Century Bancshares, Inc. ("Century") pursuant to the
Agreement and Plan of Merger, dated as of October 11, 2000, by and among
Century, GrandBanc and Merger Sub (the "Merger Agreement"), and in connection
with the above-captioned registration statement on Form S-4, initially filed
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Act"), on December 13, 2000, (such
registration statement, as amended, being herein after referred to as the
"Registration Statement"). You have requested our opinion concerning certain
United States federal income tax consequences of the Merger. All capitalized
terms not otherwise defined herein shall have the meanings set forth in the
Merger Agreement.

         In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Merger
Agreement; (ii) the Registration Statement; (iii) the tax certificate of
GrandBanc dated March __, 2001; and (iv) the tax certificate of Century and
Merger Sub dated March __, 2001. In our examination, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures, 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 copies. In making our
examination of documents executed by parties other than GrandBanc, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents and that such documents constitute valid and binding
obligations of such parties. As to any facts material to the opinions expressed
herein which were not independently established or verified, we have relied upon
oral or written statements and representations of officers, trustees, and other
representatives of GrandBanc and others.

         The opinions expressed in this letter are based on "Federal Income Tax
Law," consisting of the Internal Revenue Code of 1986, as amended, the Income
Tax Regulations promulgated by the Treasury Department thereunder and judicial
authority reported as of the date hereof. We have also considered the position
of the Internal Revenue Service (the "Service") reflected in published and
private rulings. There can be no assurances that future legislation or
administrative changes, court decisions or Service interpretations would not
significantly modify the statements or opinions expressed herein.

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Board of Directors
GrandBanc, Inc.
March __, 2001
Page 2

         Based upon the foregoing materials; the facts, assumptions and
representations set forth or referred to therein, the accuracy of such facts,
assumptions and representations as of the date hereof, and Federal Income Tax
Law, it is our opinion that:

         (i)      The Merger will constitute a reorganization under Section
                  368(a) of the Code and GrandBanc, Century, and Merger Sub each
                  will be a party to the reorganization;

         (ii)     No gain or loss will be recognized by GrandBanc, Century, or
                  Merger Sub as a result of the Merger; and

         (iii)    No gain or loss will be recognized by stockholders of
                  GrandBanc who exchange their GrandBanc Common Stock solely for
                  Century Common Stock pursuant to the Merger (except with
                  respect to cash received in lieu of a fractional share
                  interest in Century Common Stock).

         Our opinion is limited to those federal income tax issues specifically
considered herein and is addressed to and is only for the benefit of GrandBanc
in connection with the Merger Agreement and, except as set forth below, is not
to be used, circulated, quoted or otherwise referred to for any other purpose or
relied upon by any other person for any purpose without our written consent. We
do not express any opinion as to any other United States federal income tax
issues, or any state, local or foreign tax issues. Although the opinions herein
are based upon our best interpretation of existing sources of law and express
what we believe a court would properly conclude if presented with these issues,
no assurance can be given that such interpretations would be followed if they
were to become the subject of judicial or administrative proceedings.

         We hereby consent to the use of our name under the caption "Federal
Income Tax Consequences of the Merger," in the Prospectus contained in the
Registration Statement and the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof. We disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes of the facts stated or assumed herein
or any subsequent changes in applicable law.

                                       Very truly yours,