Exhibit 5
Opinion of Elias, Matz, Tiernan & Herrick L.L.P.
Exhibit 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
12th Floor
734 15th Street, N.W.
Washington, D.C. 20005
______
TIMOTHY B. MATZ JEFFREY D. HAAS
STEPHEN M. EGE Telephone: (202) 347-0300 KEVIN M. HOULIHAN
RAYMOND A. TIERNAN Facsimile: (202) 347-2172 KENNETH B. TABACH
W. MICHAEL HERRICK PATRICIA J. WOHL
GERARD L. HAWKINS FIORELLO J. VICENCIO*
NORMAN B. ANTIN DAVID TEEPLES
JOHN P. SOUKENIK* ERIC M. MARION
GERALD F. HEUPEL, JR. DANIEL R. KLEINMAN*
JEFFREY A. KOEPPEL
DANIEL P. WEITZEL
PHILIP ROSS BEVAN
HUGH T. WILKINSON
December 20, 1999 OF COUNSEL
*NOT ADMITTED IN D.C. ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
VIA EDGAR
Board of Directors
PBOC Holdings, Inc.
5900 Wilshire Boulevard
Los Angeles, California 90036
Re: Registration Statement on Form S-8
1,220,390 Shares of Common Stock
Gentlemen:
We are special counsel to PBOC Holdings, Inc., a Delaware
corporation (the "Corporation"), in connection with the preparation and filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement"), relating to the registration of up to 1,020,390 shares of common
stock, par value $0.01 per share ("Common Stock"), to be issued pursuant to
the Corporation's 1999 Stock Option Plan (the "Stock Option Plan") upon the
exercise of stock options and/or appreciation rights (referred to as "Option
Rights") and 200,000 shares of Common Stock to be issued pursuant to the
People's Bank of California Savings Plus Plan (the "401(k) Plan")
(collectively, the "Plans"). The Registration Statement also registers an
indeterminate number of additional shares which may be necessary under the
Plans to adjust the number of shares reserved thereby for issuance as the
result of a stock split, stock dividend or similar adjustment of the
outstanding Common Stock of the Corporation. In addition, the Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the 401(k) Plan. We have been requested by the Corporation
to furnish an opinion to be included as an exhibit to the Registration
Statement.
For this purpose, we have reviewed the Registration Statement and
related Prospectuses, the Certificate of Incorporation and Bylaws of the
Corporation, the Plans, a specimen stock certificate evidencing the Common
Stock of the Corporation and such other corporate records and documents as we
have deemed appropriate. We are relying upon the originals, or copies
certified or otherwise identified to our satisfaction, of the corporate
records of the Corporation and such other instruments, certificates and
representations of public officials, officers and representatives of the
Corporation as we have deemed relevant as a basis for this opinion. In
addition, we have assumed, without independent verification, the genuineness
of all signatures and the authenticity of all documents furnished to us and
the conformance in all respects of copies to originals. Furthermore, we have
made such factual inquiries and reviewed such laws as we determined to be
relevant for this opinion.
For purposes of this opinion, we have also assumed that (i) the shares
of Common Stock issuable pursuant to Option Rights granted under the terms of
the Stock Option Plan will continue to be validly authorized on the dates the
Common Stock is issued pursuant to the Option Rights; (ii) the shares of
Common Stock issuable pursuant to the 401(k) Plan will continue to be validly
authorized on the dates the Common Stock is issued in accordance with such
plan; (iii) on the dates the Option Rights are exercised, the Option Rights
granted under the terms of the Stock Option Plan will constitute valid, legal
and binding obligations of the Corporation and will (subject to applicable
bankruptcy, moratorium, insolvency, reorganization and other laws and legal
principles affecting the enforceability of creditors' rights generally) be
enforceable as to the Corporation in accordance with their terms; (iv) no
change occurs in applicable law or the pertinent facts; and (v) the provisions
of "blue sky" and other securities laws as may be applicable will have been
complied with to the extent required.
Based on the foregoing, and subject to the assumptions set forth
herein, we are of the opinion as of the date hereof that the shares of Common
Stock to be issued pursuant to the Plans, when issued and sold pursuant to the
Plans and upon receipt of the consideration required thereby, will be legally
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
We hereby consent to the reference to this firm under the caption "Legal
Opinion" in the Prospectuses of the Plans and to the filing of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
By:/s/ Kenneth B. Tabach
____________________________
Kenneth B. Tabach, a Partner