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EXHIBIT 5.1
[LETTERHEAD]
August 4, 2000
The Board of Directors
First Community Bancorp
6110 El Tordo
Rancho Santa Fe, CA 92067
Dear Board Members:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by First Community Bancorp, a California
corporation (the "Company") with the Securities and Exchange Commission in
connection with the registration of 780,000 shares of common stock, without par
value (the "Shares"), of the Company, to be issued pursuant to the terms of the
First Community Bancorp Stock Incentive Plan (the "Plan"). We have examined the
proceedings proposed to be taken in connection with the Plan and such other
matters and documents as we have deemed necessary or relevant as a basis for
this opinion.
Based on these examinations, it is our opinion that upon filing of the
Registration Statement and the completion of the proceedings being taken or
which we contemplate will be taken prior to the issuance of the Shares, the
Shares, when issued in the manner referred to in the Registration Statement and
the Plan, will be duly authorized, validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of California, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials and other sources believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Richard E. Knecht
Richard E. Knecht of
Knecht & Hansen
