EXHIBIT 5
Law Offices
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
TIMOTHY B. MATZ 12th Floor PATRICIA J. WOHL
STEPHEN M. EGE 734 15th Street, N.W. DAVID TEEPLES
RAYMOND A. TIERNAN Washington, D.C. 20005 DANIEL R. KLEINMAN
GERARD L. HAWKINS ERIC M. MARION
NORMAN B. ANTIN __________ BRIAN J. CRAIG
JOHN P. SOUKENIK* ________________
GERALD F. HEUPEL, JR.
JEFFREY A. KOEPPEL Telephone: (202) 347-0300 SENIOR COUNSEL
DANIEL P. WEITZEL Facsimile: (202) 347-2172
PHILIP ROSS BEVAN WWW.EMTH.COM W. MICHAEL HERRICK
HUGH T. WILKINSON
JEFFREY D. HAAS OF COUNSEL
KEVIN M. HOULIHAN
KENNETH B. TABACH ALLIN P. BAXTER
JACK I. ELIAS
SHERYL JONES ALU
*NOT ADMITTED IN D.C.
September 25, 2000
VIA EDGAR
Board of Directors
PBOC Holdings, Inc.
5900 Wilshire Boulevard
Los Angeles, California 90036
Re: Registration Statement on Form S-8
991,822 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 991,822 shares of common
stock, par value $0.01 per share ("Common Stock"), to be issued pursuant to
the Corporation's 2000 Stock Incentive Plan (the "Plan") upon the exercise of
stock options and/or appreciation rights and/or the grant of restricted shares
(together the "Plan Rights"). The Registration Statement also registers an
indeterminate number of additional shares which may be necessary under the
Plan 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. 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 Prospectus, the Certificate of Incorporation and Bylaws of the
Corporation, the Plan, 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 Plan Rights granted under the terms of
the Plan will continue to be validly authorized on the dates the Common Stock
is issued pursuant to the Plan Rights; (ii) on the dates the Plan Rights are
exercised, the Plan Rights granted under the terms of the 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; (iii) the Plan Rights are exercised in accordance with their terms and
the terms of the Plan; (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 Plan, when issued and sold pursuant to the
Plan 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 Prospectus of the Plan 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/ Norman B. Antin
--------------------------
Norman B. Antin, a Partner
