EXHIBIT 5.1 OPINION OF KNECHT & HANSEN February __, 1998 Board of Directors BYL Bancorp 18206 Imperial Highway Yorba Linda, California 92686 Re: BYL BANCORP COMMON STOCK Gentlemen: We are acting as counsel for BYL Bancorp in connection with the Registration under the Securities Act of 1933, as amended (the "Act"), of at least 1,056,000 shares of Common Stock, no par value (the "Shares") of BYL Bancorp, a California corporation. A registration statement on Form S-4 (the "Registration Statement") will be filed under the Act with respect to the offering of the shares. Based upon the examination of such instruments, documents and records as we deem necessary, including the Registration Statement, we are of the opinion that: 1. BYL Bancorp has been duly incorporated and is validly existing under the laws of the State of California. 2. The shares of BYL Bancorp, to be offered by BYL Bancorp, have been duly authorized and, when issued after such time as the Registration Statement becomes effective under the Act, will be legally issued, fully paid, and nonassessable under the laws of the State of California. Consent is hereby given to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Opinions" in the Exhibits to the Registration Statement. Very truly yours, /s/ Loren P. Hansen -------------------- Loren P. Hansen of Knecht & Hansen