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                                                                EXHIBIT 5

                 [STRADLING, YOCCA, CARLSON & RAUTH LETTERHEAD]


                                January 5, 1996



Eldorado Bancorp
17752 East 17th Street
Tustin, California 92680

         Re:     Registration Statement on Form S-8 for the Eldorado Bancorp
                 Amended and Restated Employee Stock Purchase Plan

Gentlemen:

         We have acted as counsel to Eldorado Bancorp, a California corporation
(the "Company"), with respect to the proposed offering of up to 50,000 shares
of the Company's common stock, without par value (the "Shares"), to be issued
under the Eldorado Bancorp Amended and Restated Employee Stock Purchase Plan
(the "Purchase Plan").  The Shares will be offered by the Company pursuant to
the Company's Registration Statement on Form S-8 (the "Registration
Statement").

         As such counsel, we have made such legal and factual examinations and
inquiries as we deemed advisable under the circumstances for the purposes of
rendering this opinion and, in the course thereof, we have obtained from public
officials and from officers and other representatives of the Company such
assurances as to factual matters as we considered necessary.

         On the basis of the foregoing examinations and inquiries and in
reliance thereon, we are of the opinion that the Shares to be issued under the
Purchase Plan have been duly authorized and, upon the issuance and delivery
thereof, and payment therefor, in accordance with the terms of the Purchase
Plan, such Shares will be validly issued, fully paid and nonassessable.

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

                                        Very truly yours,

                                        STRADLING, YOCCA, CARLSON & RAUTH