EXHIBIT 5.1

                        [LETTERHEAD OF REITNER & STUART]


                                          July 7, 1999


Board of Directors
Mid-State Bancshares
1026 Grand Avenue
Arroyo Grande, CA 93420

           RE:  Registration Statement on Form S-4

Gentlemen:

    At your request, we have examined the Registration Statement on Form S-4
(the "Registration Statement") being filed by Mid-State Bancshares (the
"Company") with the Securities & Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of shares of the
Company's common stock, (the "Common Stock"), issuable pursuant to the merger of
City Commerce Bank with and into the Company's subsidiary, Mid-State Bank (the
"Merger").

    In rendering this opinion, we have examined such documents and records as we
have deemed relevant. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as certified or reproduced copies.
Based upon the foregoing and such other and further review of fact and law as we
have deemed necessary or appropriate under the circumstances, and assuming that
the shares of Common Stock subject to the Registration Statement are issued
pursuant to and in accordance with the terms of the Merger, upon which
assumptions the following opinions are expressly conditioned, it is our opinion
that the shares of Common Stock that are the subject of the Registration
Statement will, when issued and sold in accordance with the terms of the Merger,
be validly issued, fully paid and non-assessable.

    This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related documents, nor is it to be filed
with or furnished to any government agency or other person, without the prior
written consent of this firm in each instance.

    This firm hereby consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the undersigned under the heading
"Legal Matters" therein and in any prospectus delivered pursuant to the Merger.

                                          Respectfully submitted,

                                          /s/ Reitner & Stuart

                                          REITNER & STUART