EXHIBIT 5.1

                               September 20, 1999

Civic BanCorp
2101 Webster Street, 14th Floor
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 105,000 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 Employee Stock Purchase Plan.

       We are of the opinion that the Shares 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