1
                                                                       EXHIBIT 5

                    [HIGGS, FLETCHER & MACK LLP LETTERHEAD]


                                                                   June 11, 1997




FP Bancorp, Inc.
613 West Valley Parkway
Escondido, CA 92025

    RE:   POST-EFFECTIVE AMENDMENT NO. 4 TO REGISTRATION STATEMENT ON FORM S-8
          FILE NO. 33-32788
          FILED JUNE 11, 1997 (THE "AMENDMENT")

Gentlemen:

         We have acted as special counsel for FP Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement
relating to the registration under the Securities Act of 1933 of the Company's
proposed granting of incentive and non-incentive options to its employees and
employees of its subsidiary (the "Options") for up to 500,000 shares of Common
Stock, $.001 par value (the "Shares") pursuant to the Amended and Restated 1988
Stock Option Plan of FP Bancorp, Inc. (the "Plan").

         This opinion letter is governed by, and shall be interpreted in
accordance with, the legal opinion accord (the "Accord") of the American Bar
Association Business Law Section (1991). As a consequence of interpretation of
this opinion letter pursuant to the Accord, this opinion letter is subject to a
number of qualifications, exceptions, definitions, limitations on coverage, and
other limitations, and should be read in conjunction therewith. The law covered
by this opinion letter is limited to the law of the State of California with
respect to matters of corporate law, to the law of the State of California with
respect to the Securities Law, and to the Securities Act of 1933, as amended.

         In so acting, we have examined a copy of the Certificate of
Incorporation of the Company, as amended, a copy of the Bylaws of the Company,
as amended, a copy of the Plan, as amended, resolutions adopted by the Board of
Directors of the Company, the Officer's Certificates of Gary W. Deems, Secretary
of the Company, and such other records and documents as we have deemed relevant
and necessary for the opinions hereinafter expressed. In such examination, we
have assumed the genuineness of all signatures and of all documents submitted to
us as certified or photostatic copies.



   2
FP Bancorp, Inc.
June 11, 1997
Page 2 of 2


         Based upon the foregoing, we are of the opinion that the Shares, and
the Options, have been duly and validly authorized and, upon issuance of the
Shares, and assuming exercise of the Options and in exchange for payment
therefor, both as described in the Amendment, the Shares will be legally issued
and outstanding, fully paid and non-assessable.

         We consent to being named in the Amendment and in the related
Prospectus under the heading "Legal Matters," and further consent to your filing
this legal opinion as an exhibit to the Amendment.


                                                     Very truly yours,



                                                     HIGGS, FLETCHER & MACK LLP