EXHIBIT 5.1
[LETTERHEAD OF COUDERT BROTHERS]
August 2, 2000
American River Holdings
1545 River Park Drive, Suite 107
Sacramento, California 95815
Re: American River Holdings-- Registration Statement on Form S-4
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-4 filed by
American River Holdings, a California corporation, with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of 641,104 shares of American River Holdings Common
Stock, no par value per share (the "ARH Shares"), to be issued in connection
with the merger contemplated by the Agreement and Plan of Reorganization and
Merger, dated as of March 1, 2000 (the "Merger Agreement"), among North Coast
Bank, N.A., a national banking association organized under the laws of the
United States, and ARH Interim National Bank, a national banking association to
be formed at the direction of American River Holdings, which Agreement is
described therein and filed as an exhibit thereto:
We are of the opinion that the ARH Shares have been duly authorized
and, when issued in accordance with the Merger Agreement, will be legally
issued, fully paid and nonassessable. We hereby consent to the filing of this
opinion as Exhibit 5.1 to the Registration Statement and the use of our name
under the caption "Legal Matters" in the Registration Statement and in the Joint
Proxy Statement/Prospectus included therein.
Very truly yours,
/s/ COUDERT BROTHERS
