EXHIBIT 5.1

Civic BanCorp
2101 Webster Street, 14th Floor    September 20, 1999
Oakland, CA  94612

                      Registration Statement on Form S-8

Ladies and Gentlemen:

          We have acted as counsel for Civic BanCorp, a California corporation
(the "Company"), in connection with the Registration Statement on Form S-8 filed
by the Company under the Securities Act of 1933, as amended, relating to the
registration of 296,625 shares of common stock, no par value (the "Shares"), and
options relating thereto, which are expected to be issued from time to time
pursuant to the Civic BanCorp 1994 Stock Option Plan as amended.

          We are of the opinion that the Shares and options relating thereto
have been duly authorized and that the Shares, when issued pursuant to the terms
described in the Registration Statement and in conformity with applicable state
securities laws, will be duly and validly issued, fully paid and nonassessable.

          We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.

                                          Very truly yours,


                                          McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP



                                          By        /s/  Thomas G. Reddy
                                            ------------------------------------
                                                    A Member of the Firm