EXHIBIT 5.1


                             DAY, CAMPBELL & McGILL


July 16, 1998


PNB Financial Group
4665 MacArthur Court
Newport Beach, California 92660

          Re:  Registration Statement on Form S-8 for 1995 Incentive Stock
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               Option Plan
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Ladies and Gentlemen:

We have acted as counsel to PNB Financial Group, a California corporation (the
"Company"), and in such capacity have examined the form of Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission by the Company on or about July 16, 1998, in
connection with the registration under the Securities Act of 1933, as amended
(the "Act") of up to 50,000 shares of common stock, no par value, of the Company
(the "Shares").  The Shares are to be sold by the Company upon the exercise of
stock options to be granted by the Company under its 1995 Incentive Stock Option
Plan.  The Shares will be offered and sold pursuant to the Company's
Registration Statement.

As counsel for the Company and for purposes of this opinion, we have made those
examinations and investigations of legal and factual matters we deemed
advisable, and have examined the originals, or copies certified to our
satisfaction as being true copies of the originals, of those corporate records,
certificates, documents and other instruments which we, in our judgment, have
considered necessary or appropriate to enable us to render the opinion expressed
below.  For these purposes, we have relied, without independent investigation,
upon certificates provided by public officials and by officers of the Company as
to certain factual matters.  We have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to the original documents of documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of the latter
documents.

On the basis of the foregoing, and relying solely thereon, we are of the opinion
that the Shares are duly authorized and, provided the Shares are issued,
delivered and paid for in the manner and upon the terms contemplated by the
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.

No opinion is expressed herein as to the application of state securities or Blue
Sky laws.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.  In giving this consent we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.

Very truly yours,

DAY CAMPBELL & McGILL

/s/ Day Campbell & McGill