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EXHIBIT 5
Heritage Commerce Corp
150 Almaden Boulevard
San Jose, CA 95113
June 29, 2000 Direct: (415) 393-2188
[email protected]
REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We have acted as counsel for Heritage Commerce Corp, a California
corporation (the "Company"), in connection with the Registration Statement on
Form S-4 filed by the Company under the Securities Act of 1933, as amended,
relating to the registration of up to 3,760,000 shares of Common Stock, no par
value, of the Company to be issued to holders of common stock of Western
Holdings Bancorp in accordance with that certain Agreement and Plan of Merger
and Reorganization dated as of May 9, 2000, among the Company, Western Holdings
Aancorp and Bank of Los Altos.
We are of the opinion that the foregoing securities have been duly
authorized and, when sold pursuant to the terms described in the Registration
Statement, will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the proxy statement/prospectus
included therein.
Very truly yours,
McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP
By /s/ Thomas G. Reddy
A Member of the Firm
