[LETTERHEAD]

                                                                   June 23, 1999

Mid-State Bancshares
1026 Grand Avenue
Arroyo Grande, California 93420

Gentlemen:

    We hereby consent to the inclusion of the Fairness Opinion of The Findley
Group in the Form S-4 Registration Statement of Mid-State Bancshares in
connection with the acquisition of City Commerce Bank. We also consent to the
references made in such Form S-4 Registration Statement to The Findley Group.

                                          Sincerely,

                                          /s/ GARY STEVEN FINDLEY

                                          Gary Steven Findley
                                          DIRECTOR