EXHIBIT 5 Opinion of Knecht & Hansen KNECHT & HANSEN A PARTNERSHIP OF PROFESSIONAL CORPORATIONS ATTORNEYS AT LAW RICHARD E. KNECHT 1301 DOVE STREET, SUITE 900 TELECOPIER: LOREN P. HANSEN NEWPORT BEACH, CALIFORNIA 92660 (714) 851-1732 TELEPHONE: (714) 851-8070 May 15, 1998 Board of Directors BYL Bancorp 18206 Imperial Highway Yorba Linda, California 92886 Re: BYL Bancorp - 1997 Stock Option Plan 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 460,519 shares of Common Stock, no par value, of BYL Bancorp, a California corporation, to be issued upon the exercise of options under the BYL Bancorp 1997 Stock Option Plan (the "Plan"), plus an indeterminate number of shares as may become subject to options under the Plan (collectively referred to as the "Shares"). A registration statement on Form S-8 (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 to be offered by BYL Bancorp under the Plan, have been duly authorized and 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