EXHIBIT 5.1


                                August 20, 2001



The Colonial BancGroup, Inc.
One Commerce Street, Suite 800
Montgomery, Alabama 36104


     Re:  Registration Statement on Form S-3 relating to the
          issuance and sale of 1,089,057 shares of
          The Colonial BancGroup, Inc. common stock

Gentlemen:

     We are familiar with the proceedings taken and proposed to be taken by The
Colonial BancGroup, Inc., a Delaware corporation (the "Company"), in connection
with the proposed issuance by the Company of 1,089,057 additional shares of its
Common Stock, par value $2.50 per share, from treasury shares.  We have also
acted as counsel for the Company in connection with the preparation and filing
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of the registration statement on Form S-3 referred to in the caption
above.  In this connection we have reviewed such documents and matters of law as
we have deemed relevant and necessary as a basis for the opinions expressed
herein.

     Upon the basis of the foregoing, we are of the opinion that:

     (i)  The Company is a corporation duly organized and existing under the
laws of the State of Delaware;

     (ii)  The shares of Common Stock of the Company referred to above will be
duly and validly authorized and issued and will be fully paid and nonassessable
shares of Common Stock of the Company; and


     (iii)  Under the laws of the State of Delaware, no personal liability
attaches to the ownership of the shares of Common Stock of the Company.

     We hereby consent to the filing of this opinion as an exhibit to the above-
referenced registration statement.  In consenting to the inclusion of our
opinion in the registration statement we do not thereby admit that we are a
person whose consent is required pursuant to Section 7 of the Securities Act of
1933, as amended.

                                Sincerely,

                                MILLER, HAMILTON, SNIDER & ODOM, L.L.C.



                                By: /s/ Willard H. Henson
                                   ------------------------------------
                                    Willard H. Henson