[LETTERHEAD]

September 3, 1997

Bank of Yorba Linda
18206 Imperial Highway
Yorba Linda, California 92885

RE: REGISTRATION STATEMENT ON FORM S-4
    BANK OF YORBA LINDA BANCORP
    FEDERAL INCOME TAX CONSEQUENCES
    --------------------------------------

To whom it may concern:

We have acted as accountants to Bank of Yorba Linda (the "Company") in 
connection with the Company's preparation of the Proxy Statement/Prospectus 
(the "Prospectus") included within the Company's Registration Statement on 
Form S-4, filed with the United States Securities and Exchange Commission 
(the "SEC"). In that capacity, we hereby confirm to you our opinion as set 
forth under the caption "Bank Holding Company Reorganization - Certain 
Federal Income Tax Consequences".

We hereby consent to the use of our name in the Prospectus under the heading 
"Bank Holding Company Reorganization - Certain Federal Income Tax 
Consequences".

Sincerely, 

/s/ David L. Dayton

David L. Dayton
for VAVRINEK, TRINE, DAY & CO.

DLD/cw

Exhibit 8.1 -