McANDREWS, ALLEN & MATSON
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
OTHER LOCATION
2040 MAIN STREET, 14th FLOOR _________________
IRVINE, CALIFORNIA 92614
TELEPHONE 949.955.3334 SANTA MONICA, CALIFORNIA
FACSIMILE 949.955.3723 TELEPHONE 310.260.8750
Temecula Valley Bancorp Inc.
May 21, 2004
Page 2
Stephanie E. Allen OUR FILE
Direct Dial 248-1
949.955.3427 re Form S-8
sea@mamlawfirm.com
May 21, 2004
Temecula Valley Bancorp Inc.
27710 Jefferson Avenue, Suite A100
Temecula, CA 92590
Re: Registration Statement on Form S-8
Dear Board Members:
At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement") being file by Temecula Valley Bancorp Inc.
(the "Bancorp") with the Securities and Exchange Commission in connection with
the registration under the Securities Act of 1933, as amended, of 700,000 shares
of the Bancorp's common stock, (the "Common Stock"), issuable upon the exercise
of stock options granted pursuant to Temecula Valley Bancorp 2004 Stock
Incentive Plan (the "2004 Plan").
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 (i) all options granted under the 2004 Plan will be granted
pursuant to the terms of the 2004 Plan, (ii) the consideration for the shares of
Common Stock issued pursuant to the exercise of such options will be received
prior to the issuance thereof and (iii) the shares of Common Stock issued
pursuant to the exercise of such options will be issued in accordance with the
terms of the 2004 Plan and the option agreements (as appropriate), upon which
assumptions the following opinions are expressly conditioned, it is our opinion
that the shares upon the exercise of options granted pursuant to the 2004 Plan
and pursuant to the Registration Statement will, when sold in accordance with
the terms of the 2004 Plan and pursuant to the Registration Statement will, when
sold in accordance with the terms of the 2004 Plan and the option agreements, 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
Temecula Valley Bancorp Inc.
May 21, 2004
Page 2
financial statements of the Bancorp 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 to participants
in the 2004 Plan and any amendments thereto.
Respectfully submitted,
/S/ McANDREWS, ALLEN & MATSON
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McANDREWS, ALLEN & MATSON