EXHIBIT 5



                                  June 12, 1997


Board of Directors
First Financial Bancorp
701 South Ham Lane
Lodi, CA 95242

         Re:  First Financial Bancorp 1997 Stock Option Plan


Gentlemen:

         We refer to the Registration Statement on Form S-8 to be filed by First
Financial Bancorp (the "Company") with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to shares of the
Company's Common Stock, no par value, issuable under the First Financial Bancorp
1997 Stock Option Plan. As counsel to the Company, we have examined such
questions of law and such corporate records and other documents as we have
considered necessary or appropriate for the purposes of this opinion and, upon
the basis of such examination, advise you that in our opinion these shares have
been duly and validly authorized and, when issued and sold in the manner
contemplated by the Registration Statement, will be validly issued, fully paid,
and nonassessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Sincerely,


                                   /s/ BRONSON, BRONSON & McKINNON LLP

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