<PAGE>
EXHIBIT 5.1
July 7, 2000 Direct: (415) 393-2188
[email protected]
Capital Corp of the West
550 West Main Street
Merced, California 95340
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel for Capital Corp of the West, a California
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 to be filed by the Company under the Securities Act of 1933, as
amended, relating to the registration of 961,828 shares of common stock, no
par value ("Shares") which may be issued from time to time pursuant to the
Capital Corp of the West 1992 Stock Option Plan, the Capital Corp of the West
401(k) Profit Sharing Plan and the Capital Corp of the West Employee Stock
Ownership Plan.
We are of the opinion that the Shares have been duly authorized and
that the Shares, when issued pursuant to the terms described in the
Registration Statement and in conformance with applicable state securities
laws, will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
Very truly yours,
McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP
By /s/THOMAS G. REDDY
A Member of the Firm
