0001104659-06-006135 Sample Contracts

February 1, 2006
Gb&t Bancshares Inc • February 6th, 2006 • State commercial banks
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February 1, 2006
Gb&t Bancshares Inc • February 6th, 2006 • State commercial banks

We have acted as Counsel to GB&T Bancshares, Inc., a corporation organized and existing under the laws of the State of Georgia with its principal offices located in Gainesville, Georgia, in connection with the Agreement and Plan of Reorganization (the “Merger Agreement”) with Mountain Bancshares, Inc., a corporation organized and existing under the laws of the State of Georgia, with its principal offices located in Dawsonville, Georgia. This opinion is furnished to you pursuant to section 9.3(d) of the Merger Agreement, and GB&T has requested that we deliver this opinion to you. All capitalized terms not otherwise defined herein shall have the meanings attributed to them in the Merger Agreement.

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