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EXHIBIT 5
HIGGS, FLETCHER & MACK LLP
ATTORNEYS AT LAW MEMBER, AMERICAN LAW FIRM ASSOCIATION
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2000 FIRST NATIONAL BANK BUILDING
401 WEST "A" STREET
SAN DIEGO, CALIFORNIA 92101-791
TELEPHONE (619) 236-1551 TELECOPIER (619) 696-1410
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December 4, 1997
FP Bancorp, Inc.
613 West Valley Parkway
Escondido, CA 92025
RE: 457,500 SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF ISSUE FP BANCORP,
INC.
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 up to 457,500
shares of Common Stock, $0.001 par value (the "Shares") upon conversion of up to
$4,575,000 principal amount of 9% Convertible Subordinated Debentures due
December 31, 1997 ("Debentures") pursuant to an indenture dated as of November
9, 1992, between the Company and Bank of New York (formerly Meridian Trust
Company of California) as Trustee ("Indenture").
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.
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 Indenture, 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.
Based upon the foregoing, we are of the opinion that the Shares have been
duly and validly authorized and, upon issuance of the Shares upon conversion of
the Debentures as provided in the Indenture, the Shares will be legally issued
and outstanding, fully paid and non-assessable.
We consent to being named in the Registration Statement and in the related
Prospectus under the heading "Legal Matters," and further consent to your filing
this legal opinion as an exhibit to the Registration Statement.
Very truly yours,
HIGGS, FLETCHER & MACK LLP