1 Exhibit 5 October 28, 1996 Board of Directors Central Coast Bancorp 301 Main Street Salinas, CA 93901 Re: Amended and Restated Central Coast Bancorp 1994 Stock Option Plan Gentlemen: We refer to the Registration Statement on Form S-8 to be filed by Central Coast Bancorp (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an additional 311,901 shares of the Company's Common Stock, no par value, issuable under the Amended and Restated Central Coast Bancorp 1994 Stock Option Plan. 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 purposes of this opinion and, upon the basis of such examination, advise you that in our 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, BRONSON, BRONSON & McKINNON LLP jwc/jwc