EXHIBIT 5
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A PARTNERSHIP OF PROFESSIONAL CORPORATIONS
ATTORNEYS AT LAW
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June 30, 1997
Heritage Oaks Bancorp
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Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") being filed by Heritage Oaks Bancorp (the
"Company") with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of 107,366 shares of
the Company's common stock, (the "Common Stock"), issuable pursuant to stock
grants or upon the exercise of stock options granted pursuant to the Company's
1997 Stock Option Plan (the "Plan").
In rendering this opinion, we have examined such documents and records as
we have deemed relevant. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as certified or reproduced copies.
Based upon the foregoing and such other and further review of fact and law
as we have deemed necessary or appropriate under the circumstances, and assuming
that (i) all options granted under the Plan will be granted pursuant to the
terms of the Plan, (ii) the consideration for the shares of Common Stock issued
pursuant to the exercise of such options will be received prior to the issuance
thereof and (iii) the shares of Common Stock issued pursuant to the exercise of
such options will be issued in accordance with the terms of the Plan and the
option agreements (as appropriate), upon which assumptions the following
opinions are expressly conditioned, it is our opinion that the shares upon the
exercise of options granted pursuant to the Plan and pursuant to the
Registration Statement will, when sold in accordance with the terms of the Plan
and the option agreements, be validly issued, fully paid and non-assessable.
This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related documents, nor is it to be filed
with or furnished to any government agency or other person, without the prior
written consent of this firm in each instance.
Heritage Oaks Bancorp
June 30, 1997
Page 2
This firm hereby consents to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to the undersigned under the
heading "Legal Matters" therein and in any prospectus delivered to participants
in the Plan and any amendments thereto.
Respectfully submitted,
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JFS: wsm
