EXHIBITS 5.1 AND 23.1

                    OPINION OF FRIED, BIRD & CRUMPACKER, P.C.
                       REGARDING LEGALITY OF COMMON STOCK



                                     [LETTERHEAD]

                                    August 1, 1997

North County Bancorp
444 South Escondido Boulevard
Escondido, California 92025

           Re:  Form S-8 Registration Statement for 
                the North County Bancorp 1997
                Stock Option Plan
                ------------------------------------
Dear Sirs:

      We have acted as counsel for North County Bancorp, a California 
corporation (the "Company"), in connection with the offer and sale of an 
aggregate of up to 540,000 shares of the Company's Common Stock, no par value 
(collectively, the "Shares"), to certain key employees and directors of the 
Company and its subsidiaries pursuant to the terms and conditions of the 
above-referenced Stock Option Plan (the "Plan"). 
    
      We have examined and relied upon such documents, records and matters of 
law as we have deemed necessary for the purpose of rendering this opinion, 
including, without limitation, the Articles of Incorporation of the Company, 
as amended, the Bylaws of the Company, Minutes of the proceedings of 
directors of the Company, the Plan and related forms and agreements, and the 
above-referenced Registration Statement.  We have made no independent 
investigation into any of the factual matters relevant to our opinion and 
have relied solely on the representations as to the such matters made by 
responsible officers of the Company.  
    
      Based on the foregoing, it is our opinion that the Shares issuable upon 
exercise of stock options granted under the Plan have been duly authorized, 
and, when issued in accordance with the provisions of the Plan, the 
individual option agreements and the Registration Statement, against payment 
of the consideration provided therefor, the Shares will be legally issued, 
fully paid and non-assessable.  

      We hereby consent to the filing of this opinion as Exhibit 5.1 to the 
Form S-8 Registration Statement being filed by the Company to maintain 
registration of the Shares under the Securities Act of 1933, as amended, and 
to the reference to this firm under the heading "Legal Matters" in the 
Reoffer Prospectus and under the heading "Federal Income Tax Status of 
Options" in the Section 10(a) Prospectus, both of which form a part of such 
Registration Statement.

                                  Very truly yours,


                                  Fried, Bird & Crumpacker, P.C.




                                  EXHIBIT 5.1