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