EXHIBIT 5

February 14, 2007


Board of Directors
Temecula Valley Bancorp Inc.
27710 Jefferson Avenue, Suite A100
Temecula, California  92590

                  Re:  Registration Statement on Form S-3

Dear Gentlemen:

                  We have acted as special counsel to Temecula Valley Bancorp
Inc. (the "Company") in connection with the filing of a registration statement
on Form S-3 (333-139908) to which this opinion is an exhibit (the "Registration
Statement") with respect to the offer and sale by the security holders named in
the Registration Statement (the "Selling Shareholders") of up to an aggregate of
1,400,569 outstanding shares of the Company's common stock, no par value (the
"Shares").

                  In the course of our acting as special counsel to the Company,
we have examined originals or copies of such corporate records of the Company
and have made such examinations of law as we have deemed relevant. In our
examinations, we have assumed and have not verified (i) the genuineness of all
signatures (other than persons signing on behalf of the Company), (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
with the originals of all documents supplied to us as copies, and (iv) the
accuracy and completeness of all corporate records and documents made available
to us by the Company, and (v) that the foregoing documents, in the form
submitted to us for our review, have not been altered or amended in any respect
material to our opinions stated herein. We have relied as to factual matters
upon certificates from officers of the Company and certificates and other
documents from public officials and government agencies and departments and we
have assumed the accuracy and authenticity of such certificates and documents.

                  Based on the foregoing, and subject to the assumptions,
                  qualifications and limitations set forth herein, as of the
                  date hereof we are of the opinion that the Shares are validly
                  issued, fully paid and nonassessable.

                  You have informed us that the Selling Shareholders may sell
the Shares from time to time on a delayed or continuous basis. This opinion is
limited to the California General Corporation Law ("California Code"), including
the statutory provisions of the California Code, all applicable provisions of
the Constitution of the State of California and all reported judicial decisions
interpreting these laws, and federal law, exclusive of state securities and blue
sky laws, rules and regulations.

                  We hereby consent to the use of our name under the caption
"Legal Matters" in the prospectus forming a part of the Registration Statement
and to the filing of this opinion as Exhibit 5 to the Registration Statement. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the General Rules and Regulations of the Securities and Exchange
Commission.


                                   Sincerely,

                                   /s/ McANDREWS, ALLEN & MATSON, A.P.C.




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