EXHIBIT 5.1


                              OPINION RE: LEGALITY











                                      -7-




                                NIXON PEABODY LLP

                             Two Embarcadero Center
                                   Suite 2700
                          San Francisco, CA 94111-3996
                                 (415) 984-8200
                               Fax: (415) 984-8300

                                  R. Brent Faye
                           Direct Dial: (415) 984-8365

                         E-Mail: rfaye@nixonpeabody.com




                                  June 4, 2002


North Bay Bancorp
1500 Soscol Avenue
Napa , CA, 94558

Ladies and Gentlemen:


     With reference to the Registration Statement on Form S-8 filed by North Bay
Bancorp ("North Bay") with the Securities and Exchange  Commission in connection
with the registration  under the Securities Act of 1933, as amended,  of 587,229
shares of North Bay Common  Stock no par value,  (the  "Shares") to be issued in
connection with the grant and exercise of options and resale of shares under the
North Bay Bancorp 2002 Stock Option Plan (the "Stock Option Plan"):

     We are of the opinion that the Shares have been duly  authorized  and, when
issued in accordance with the Stock Option Plan,  will be validly issued,  fully
paid and nonassessable.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration  Statement,  and any  amendments  thereto,  and the use of our name
under  the  caption  "Legal  Matters"  in the  Registration  Statement,  and any
amendments thereto, and in the Prospectus included therein.


                                Very truly yours,


                              \S\ NIXON PEABODY LLP


                                      -8-