[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 -