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                                                                       Exhibit 5

             [Letterhead of McCutchen, Doyle, Brown and Enersen LLP]

January 10, 2000                                                  (415) 393-2000


Heritage Commerce Corp
150 Almaden Boulevard
San Jose, CA 95113

                       REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

     We have acted as counsel for Heritage Commerce Corp, a California
corporation, (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, relating
to the registration of 162,576 shares of the Company's common stock to be issued
under the Heritage Commerce Corp 1994 Tandem Stock Option Plan.

     We are of the opinion that the securities to be issued by the Company
pursuant to the Registration Statement have been duly authorized and, when sold
pursuant to the terms described in the Registration Statement, will be duly and
validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.

                                                Very truly yours,

                                      McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP


                                   By /s/ McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP

                                              A Member of the Firm


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