EXHIBIT 5


                               September 23, 1999

Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

RE:  SCRIPPS FINANCIAL CORPORATION - REGISTRATION STATEMENT ON FORM S-8 1992
     STOCK OPTION PLAN, 1995 STOCK OPTION PLAN AND OUTSIDE DIRECTORS STOCK
     OPTION PLAN

Ladies and Gentlemen:

     As legal counsel for Scripps Financial Corporation, a California
corporation (the "Company"), we are rendering this opinion in connection with
the registration under the Securities Act of 1933, as amended, of 648,184 shares
of the Company's Common Stock, no par value, which may be issued pursuant to the
1992 Stock Option Plan, 1995 Stock Option Plan and 1998 Outside Directors Stock
Option Plan (collectively, the "Plans") pursuant to a registration statement on
Form S-8 (the "Registration Statement").

     We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and 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 are admitted to practice only in the State of California and we express
no opinion concerning any law other than the law of the State of California and
the federal law of the United States.

     Based on such examination, we are of the opinion that the 648,184 shares of
Common Stock which may be issued pursuant to the Plans are duly authorized
shares of the Company's Common Stock, and, when issued against payment of the
purchase price therefor in accordance with the provisions of the Plans will be
validly issued, fully paid and non-assessable.



     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.

                                           Respectfully submitted,


                                           GRAY CARY WARE & FREIDENRICH LLP