<PAGE>
EXHIBIT 5.1
November 6, 2000
First Community Bancorp
6110 El Tordo
Rancho Santa Fe, California 92067
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the
"Act") of 787,843 shares (the "Securities") of Common Stock, without par value,
of First Community Bancorp, a California corporation (the "Company"), we, as
your counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of such
examination, we advise you that, in our opinion, when the registration statement
relating to the Securities (the "Registration Statement") has become effective
under the Act and the Securities have been duly issued and sold as contemplated
by the Registration Statement, the Securities will be 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, officers of the Company 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 and to the reference to us under the heading "Legal
Matters" in the Proxy Statement/Prospectus. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
