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                                    EXHIBIT 5

HIGGS, FLETCHER & MACK LLP
ATTORNEYS AT LAW                           MEMBER, AMERICAN LAW FIRM ASSOCIATION


                        2000 FIRST NATIONAL BANK BUILDING
                               401 WEST "A" STREET
                         SAN DIEGO, CALIFORNIA 92101-791
               TELEPHONE (619) 236-1551 TELECOPIER (619) 696-1410


                                 January 7, 1998

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

RE:  FP BANCORP, INC. - POST-EFFECTIVE AMENDMENT NO. 1 TO 
     REGISTRATION NO. 333-37233

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 Opinion," and further consent to your filing
this legal opinion as an exhibit to the Registration Statement.

                                Very truly yours,

                                HIGGS, FLETCHER & MACK LLP