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                                                                    EXHIBIT 5.1


              [MCCUTCHEN, DOYLE, BROWN & ENERSEN, LLP LETTERHEAD]


April 26, 1999


Heritage Commerce Corp
150 Almaden
San Jose, CA 95113

                       REGISTRATION STATEMENT ON FORM S-3

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-3 (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 shares of the Company's common stock, 
no par value per share, with an aggregate maximum offering price of $12,000,000.

     We are of the opinion that the shares of common stock 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 5.1 to the 
Registration Statement.

                                   Very truly yours,

                                   McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP


                                   By  /s/ Thomas G. Reddy
                                       ----------------------------------
                                       A Member of the Firm