EXHIBIT 5
                                          
             [LETTERHEAD OF DOSTART CLAPP STERRETT & COVENEY, LLP]



                                                         
                                   March 29, 1999



The Board of Directors
Valley National Corporation
1234 East Main Street
San Diego CA 92021

Attention:    Mr. William V. Ehlen

       Re:    Registration Statement on Form S-8 - 
              Valley National Corporation 401(k)/Profit Sharing Plan

Ladies and Gentlemen:

     We have served as counsel for Valley National Corporation, a Delaware 
corporation (the "Company"), in connection with the registration under the 
Securities Act of 1933, as amended, of an aggregate of 20,000 shares (the 
"Shares") of the Company's authorized Common Stock, par value $0.0001 per 
share, to be issued to participants in the Valley National Corporation 
401(k)/Profit Sharing Plan (the "Plan"), pursuant to the Company's 
Registration Statement on Form S-8 (the "Registration Statement").  This 
opinion is furnished to you pursuant to the requirements of Form S-8.

     We are familiar with the proceedings to date with respect to such 
offering and have examined such records, documents and matters of law and 
satisfied ourselves as to such matters of fact as we have considered relevant 
for purposes of this opinion.

     For purposes of this opinion, we have assumed the authenticity of all 
documents submitted to us as originals and the conformity to the originals of 
all documents submitted to us as copies.  We have also assumed the 
genuineness of the signatures of persons signing all documents in connection 
with which this opinion is rendered, the authority of such persons signing on 
behalf of the parties thereto, and the due authorization, execution and 
delivery of all documents by the parties thereto.

     Based upon the foregoing, and having regard for such legal 
considerations as we have deemed relevant, it is our opinion that the Shares 
have been duly authorized and upon 




Valley National Corporation
March 29, 1999
Page 2
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issuance, sale and delivery of the Shares as contemplated in this 
Registration Statement, the Shares will be legally issued, fully paid and 
nonassessable.

     This opinion shall be limited to the laws of the State of California, 
the General Corporation Law of the State of Delaware and the federal laws of 
the United States of America.

     We hereby consent to the use of this opinion as an exhibit to the 
Registration Statement on Form S-8.

                                        Very truly yours,
                                        DOSTART CLAPP STERRETT & COVENEY, LLP
  
     
                                        /s/ James K. Sterrett
                                        ---------------------
                                        James K. Sterrett