Exhibit 5.1
Opinion of Manatt, Phelps & Phillips
MANATT
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PHELPS
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PHILLIPS
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ATTORNEYS AT LAW
November 5, 1996
Cupertino National Bancorp
20230 Stevens Creek Boulevard
Cupertino, California 95014
RE: CUPERTINO NATIONAL BANCORP REGISTRATION STATEMENT ON
FORM S-8 REGISTERING SHARES ISSUABLE UNDER THE
CUPERTINO NATIONAL BANCORP EMPLOYEE STOCK PURCHASE PLAN
AND THE CUPERTINO NATIONAL BANCORP 1989 NON-QUALIFIED
STOCK OPTION PLAN
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 (the "Registration Statement") being filed by
Cupertino National Bancorp ("Company") with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended,of up to 95,000 shares of the
Common Stock, without par value, of the Company which may be
issued pursuant to the exercise of options and purchase rights
granted under the Cupertino National Bancorp Employee Stock
Purchase Plan and the Cupertino National Bancorp 1995 Stock
Option Plan (the "Plans").
We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the
95,000 shares of Common Stock which may be issued upon exercise
of options and purchase rights granted under the Plans are duly
authorized shares of the Company's Common Stock, and, when issued
against payment of the purchase price therefor in accordance with
the provisions of the Plans, will be validly issued, fully paid
and non-assessable.
This opinion is issued to you solely for use in connection
with the Registration Statement on Form S-8 and is not to be
quoted or otherwise referred to in any financial statements of
the Company or related document, nor is it to be filed with or
furnished to any government agency or other person, without the
prior written consent of this Firm.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement on Form S-8 which is being
filed on behalf of the Company in connection with the
registration of the aforementioned shares of Common Stock under
the Securities Act of 1933, as amended.
Very truly yours,
MANATT, PHELPS & PHILLIPS, LLP
MANATT, PHELPS & PHILLIPS, LLP
11355 West Olympic Boulevard, Los Angeles, California 90064-1614
310-312-4000 FAX 310-312-4224
Los Angeles - Washington, D.C. - Nashville