1
                                                                       EXHIBIT 5


CU BANCORP
16030 Ventura Boulevard
Encino, California 91436


February 2, 1997


CU Bancorp
16030 Ventura Blvd.
Encino, CA  91436

                 Re:      CU Bancorp Form S-8


Ladies and Gentlemen:

         The undersigned renders this opinion as counsel to you in connection
with the issuance of up to 750,000 shares of Common Stock of CU Bancorp under
the CU Bancorp 1996 Employee Stock Option Plan.

         In connection with this opinion, the undersigned has examined such
records and documents as are necessary and appropriate, including but not
limited to the following:

         1.      Minutes of the Board of Directors of CU Bancorp;

         2.      Articles and Bylaws of CU Bancorp.

                 Based upon the undersigned's review of the records and
documents, and such other matters as deemed reasonable and appropriate, and in
consideration of applicable laws, I am of the opinion that the shares to be
issued by CU Bancrop have been duly authorized and when issued and paid in
accordance with the terms of the CU Bancorp 1996 Employee Stock Option Plan,
will be legally issued, fully paid and non assessable, and free of preemptive
rights.

         This opinion is qualified in its entirety by reference to the law and
the facts as of the date hereof.

         As to matters noted, I have relied on information provided by CU
Bancorp in preparing this opinion.  I am qualified to practice law in the state
of California only and do not purport to express any opinion on the law of any
state other then California and the federal law of the United States of
America.  This opinion is limited to the matters expressly set forth herein,
and no opinion is implied or may be inferred beyond the matters expressly
stated herein.

         I consent to the use of my name under the caption "Legal Matters".

Very truly yours,



Anita Y. Wolman, Esq.





                                       33