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EXHIBIT 5.1
OPINION RE: LEGALITY
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[LETTERHEAD]
November 21, 2000
Western Sierra Bancorp
3350 Country Club Drive, Suite 202
Cameron Park, California 95682
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the form of Registration Statement to be
filed with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, for the offer and
sale, pursuant to the Sentinel Savings and Loan Association Incentive Stock
Option Plan, of 7,491 shares of Western Sierra Bancorp no par value common
stock ("Common Stock"); the Sentinel Savings & Loan, FSLA Incentive Stock
Option Plan, of 47,721 shares of Western Sierra Bancorp Common Stock; the
Sentinel Savings and Loan 1996 Stock Option Plan, of 44,073 shares of Western
Sierra Bancorp Common Stock; and the Sentinel Community Bank 1999 Stock
Option Plan, of 17,196 shares of Western Sierra Bancorp Common Stock;
issuable upon the exercise of stock options granted under the Sentinel
Savings and Loan Association Incentive Stock Option Plan, the Sentinel
Savings & Loan, FSLA Incentive Stock Option Plan, the Sentinel Savings and
Loan 1996 Stock Option Plan, and the Sentinel Community Bank 1999 Stock
Option Plan. We are familiar with the actions taken or to be taken in
connection with the authorization, issuance and sale of the Common Stock.
It is our opinion that, subject to said proceedings being duly taken and
completed as now contemplated before the issuance of the Common Stock, said
Common Stock, will, upon the issuance and sale thereof in accordance with the
Sentinel Savings and Loan Association Incentive Stock Option Plan, the
Sentinel Savings & Loan, FSLA Incentive Stock Option Plan, the Sentinel
Savings and Loan 1996 Stock Option Plan, and the Sentinel Community Bank 1999
Stock Option Plan referred to in the Registration Statement, be legally and
validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Respectfully submitted,
GARY STEVEN FINDLEY & ASSOCIATES
By: /s/ Gary Steven Findley
Gary Steven Findley
Attorney at Law
