8
                         Exhibit 5
                             
                             
                             
                       May 27, 1998



Board of Directors
Saratoga Bancorp
12000 Saratoga-Sunnyvale Road
Saratoga, Ca 95070

          Re: Saratoga Bancorp 1994 Stock Option Plan (Amended)

Gentlemen:

     We refer to the Registration Statement on Form S-8 to be filed by Saratoga
Bancorp (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to a maximum of 277,011 shares of 
the Company's Common Stock, no par value, issuable under the Company's 1994 
Stock Option Plan(Amended).  As counsel to the Company, we have examined such 
questions of law and such corporate records and other documents as we have 
considered necessary or appropriate for the purpose of this opinion.  Upon the 
basis of such examination, we advise you that in out opinion these shares have 
been duly and validly authorized and, when issued and sold in the manner 
contemplated by the Registration Statement, will be validly issued, fully paid 
and nonassessable.  

     We consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                   Very Truly Yours,



                                   /s/ Coudert Brothers