EXHIBIT 5.1

May 13, 2004

The Board of Directors
Evergreen Bancorp, Inc.
301 Eastlake Avenue East
Seattle, WA 98109-5407

      RE: LEGAL OPINION REGARDING VALIDITY OF SECURITIES OFFERED

Ladies and Gentlemen:

      We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission (the "Commission") with respect to 72,600
shares of no par value common stock (the "Shares"), of EvergreenBancorp, Inc., a
Washington corporation ("Company") authorized for issuance upon exercise of
options granted under the Company's Amended 2000 Stock Option Plan ("Plan").

      In connection with the offering of the Shares, we have examined: (i) the
Plan, listed as Exhibit 99.1 in the Registration Statement; (ii) the
Registration Statement, including the remainder of the exhibits; and (iii) such
other documents as we have deemed necessary to form the opinions hereinafter
expressed. As to various questions of fact material to such opinions, where
relevant facts were not independently established, we have relied upon
statements of officers of the Company.

      Our opinion assumes that the Shares are issued in accordance with the
terms of the Plan after the Registration Statement has become effective under
the Act.

      Based upon and subject to the foregoing, we are of the opinion that the
Shares, or any portion of the Shares, have been duly authorized and that, upon
registration of the Shares, issuance by the Company of and receipt of the
consideration for the Shares, consistent with the terms of the Plan, the Shares
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. This consent shall not be construed to cause us to be in
the category of persons whose consent is required to be filed pursuant to
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.

                                                     Very truly yours,

                                                     GRAHAM & DUNN PC

                                                     /s/ Graham & Dunn PC