EXHIBIT 5.1
OPINION RE: LEGALITY
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August 14, 2000
[email protected] 415-984-8365
North Bay Bancorp
1500 Soscol Avenue
Napa, California 94559
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-8 filed by North
Bay Bancorp ("North Bay") with the Securities and Exchange Commission in
connection with the registration under the Securities Act of 1933, as amended,
of 33,063 shares of North Bay Common Stock, no par value, (the "Shares") to be
issued in connection with the grant and exercise of options under the North Bay
Bancorp Stock Option Plan (the "Stock Option Plan"):
We are of the opinion that the Shares have been duly authorized and,
when issued in accordance with the Stock Option Plan, will be validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement, and any amendments thereto, and the use of our name
under the caption "Legal Matters" in the Registration Statement, and any
amendments thereto.
Very truly yours,
/s/ Lillick & Charles LLP
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