[LETTERHEAD OF O'MELVENY & MYERS]

                                     June
                                     28th
                                     1995

California Commercial Bankshares                                    613,388-2
4100 Newport Place
Newport Beach, California 92660

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

          We are rendering this opinion to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") covering the registration
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of 750,000 shares (the "Shares") of Common Stock, no par value, of
California Commercial Bankshares, a California corporation (the "Company"),
issuable under the Company's Stock Award Plan (the "Plan"). We are familiar with
the proceedings heretofore taken by you in connection with the authorization and
issuance of the Shares.

          In connection with this opinion, we have examined such documents and
have reviewed such matters of fact and questions of law as we have considered
necessary for purposes hereof. On the basis of such examination and review and,
subject to proceedings being duly taken and completed by you as now contemplated
by us as your counsel prior to the issuance of the Shares, we are of the opinion
that the Shares to be issued under the Plan will, when issued and sold in
accordance with the terms of the Plan, be duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company.

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

                                           Respectfully submitted,

                                           /s/ O'MELVENY & MYERS