Haines Brydon & Lea
A Law Corporation
235 Pine Street, 13th Floor
San Francisco, CA  94104
(415) 981-1050 (Telephone)
(415) 989-3561 (Facsimile)



March 17, 1998

Board of Directors
Bay Area Bancshares
900 Veterans Boulevard
Redwood City, CA  94063

Re:      Bay Area Bancshares 1993 Stock Option Plan -
         Registration Statement on Form S-8

Dear Sirs:

       We have acted as counsel for Bay Area Bancshares (the  "Corporation"),  a
California  corporation,  in connection  with the offering by the Corporation of
its common stock (the "Common  Stock")  pursuant to the Bay Area Bancshares 1993
Stock Option Plan.  The Plan was amended in 1997 to increase the total number of
shares from  231,431 to 750,000,  provided,  however,  that at no time shall the
total number of shares issuable upon exercise of all outstanding  options,  plus
the total  number  of shares  provided  for under any  compensation  plan of the
Corporation  pursuant  to which  shares of stock may be issued to  participants,
exceed  30% of the then  outstanding  shares of the  Corporation.  This  opinion
covers the 518,569  shares  recently  added to the Plan.  The issuance of shares
previously  authorized  under the Plan are covered by our opinion  letter  dated
April 26, 1994.

       For the purpose of rendering this opinion, we have reviewed and examined,
among other related documents,  originals, certified copies, or copies otherwise
identified  to our  satisfaction  as  being  true  copies  of  originals  of the
following:

      (a)  The Articles of Incorporation of the Corporation, as amended to date;

      (b) The  Bylaws  of the  Corporation,  as  adopted  by its  Board  of
Directors, and as amended to date;

      (c) The Minutes of Meetings of the  shareholders  and of the Board of
Directors of the Corporation from January 1, 1997 to the date hereof; and

      (d) The Bay Area Bancshares  1993 Stock Option Plan (the "Plan"),  as
amended to date.

      We have also  examined  and  relied  upon such  corporate  records  of the
Corporation  and  such  certificates  and  representations  of  officers  of the
Corporation as we had deemed necessary under the  circumstances.  We have relied
upon the  authenticity  of any  document  submitted  to us as an  original,  the
conformity  to the original of any document  submitted to us as a copy,  and the
genuineness of all  signatures.  On the basis of such review and examination and
as a result of our  consideration  of such questions of law as we deem relevant,
we are of the opinion that:

       1.Bay Area  Bancshares  is a  corporation  validly  existing  and in good
standing under the laws of the State of California; and


       2. After the Registration Statement shall have become effective,  and the
provisions  of the  applicable  state  securities  laws shall have been complied
with,  the shares of Common  Stock  issued upon the  exercise of a Stock  Option
Agreement or an Incentive Stock Option Agreement, when issued in accordance with
the terms of such  agreement and pursuant to the Plan will be, under the laws of
the State of California, legally issued, fully paid and non-assessable.

       We hereby  consent  to the  filing of this  opinion  as an exhibit to the
Registration  Statement  relating to the shares of Common  Stock issued upon the
exercise of a Stock Option  Agreement.  In giving such consent,  we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.

      This letter has been  prepared at the request of Bay Area  Bancshares  and
may not be relied  upon by any other  person for any other  purpose  without our
prior written consent.

Very truly yours,

HAINES, BRYDON & LEA
A Law Corporation

/s/Jay D. Pimentel
Jay D. Pimentel