EXHIBIT 5 Opinion of Knecht & Hansen KNECHT & HANSEN A PARTNERSHIP OF PROFESSIONAL CORPORATIONS ATTORNEYS AT LAW RICHARD E. KNECHT 1301 DOVE STREET, SUITE 900 TELECOPIER: LOREN P. HANSEN NEWPORT BEACH, CALIFORNIA 92660 (714) 851-1732 TELEPHONE: (714) 851-8070 June 13, 1997 Board of Directors BSM Bancorp 2739 Santa Maria Way Santa Maria, California 93456 Re: BSM BANCORP - 1996 STOCK OPTION PLAN Gentlemen: We are acting as counsel for BSM Bancorp in connection with the registration under the Securities Act of 1933, as amended (the "Act"), of 892,542 shares of Common Stock, no par value, of BSM Bancorp, a California corporation, to be issued upon the exercise of options under the BSM Bancorp 1996 Stock Option Plan (the "Plan"), plus an indeterminate number of shares as may become subject to options under the Plan (collectively referred to as the "Shares"). A registration statement on Form S-8 (the "Registration Statement") will be filed under the Act with respect to the offering of the Shares. Based upon the examination of such instruments, documents and records as we deem necessary, including the Registration Statement, we are of the opinion that: 1. BSM Bancorp has been duly incorporated and is validly existing under the laws of the State of California. 2. The Shares to be offered by BSM Bancorp under the Plan, have been duly authorized and legally issued, fully paid, and nonassessable under the laws of the State of California. Consent is hereby given to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Opinions" in the Exhibits to the Registration Statement. Very truly yours, /s/ Loren P. Hansen Loren P. Hansen of Knecht & Hansen