Exhibit 8.1 BYL Bancorp 18206 Imperial Highway Yorba Linda, CA 92885 DNB Financial 7710 Limonite Avenue, Suite M Riverside, CA 92509 RE: REGISTRATION STATEMENT ON FORM S-4 BYL BANCORP FEDERAL INCOME TAX CONSEQUENCES ---------------------------------- We have acted as accountants to BYL Bancorp and DNB Financial in connection with the preparation of the Joint Proxy Statement included within the Registration Statement on Form S-4, filed with the United States Securities and Exchange Commission. In that capacity, we hereby confirm to you our opinion as set forth under the caption "The Merger - Certain Federal Income Tax Consequences". We hereby consent to the use of our name in the Prospectus under the heading "The Merger - Certain Federal Income Tax Consequences". /s/ Vavrinek, Trine, Day & Co. LLP February 25, 1998 Laguna Hills, California