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EXHIBIT 5.1
[MPP Letterhead]
November 16, 2000
The Board of Directors
Nara Bancorp, Inc.
3701 Wilshire Boulevard
Suite 220
Los Angeles, California 90010
Ladies and Gentlemen:
As special counsel for Nara Bancorp, Inc., a Delaware
corporation (the "Company") and in connection with the Registration Statement to
be filed on Form S-4 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, to register
5,456,092 shares of the common stock, $0.001 par value per share (the "Common
Stock") of the Company to be issued to holders of the common stock of Nara Bank,
National Association, a national bank (the "Bank"), in connection with the
reorganization of the Bank as a wholly-owned subsidiary of the Company pursuant
to the terms of that certain Plan of Reorganization and Merger Agreement between
the Bank and the Company (the "Reorganization Agreement") we have been requested
to render this opinion.
We have examined and reviewed only such questions of law as we
have deemed necessary or appropriate for the purpose of rendering the opinions
set forth herein.
For the purpose of rendering the opinions set forth herein, we
have been furnished and examined only the following documents:
(1) The Certificate of Incorporation of the Company;
(2) The Bylaws of the Company;
(3) The Registration Statement on Form S-4;
(4) The Reorganization Agreement; and
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(5) Records of the meetings and actions by unanimous written
consent of the Board of Directors of the Company
pertaining to the Reorganization Agreement.
With respect to any of the foregoing documents, we have assumed
and have not verified; (i) the genuineness of all signatures; (ii) the
authenticity of all documents submitted to us as originals; (iii) the conformity
with the originals of all documents supplied to us as copies; and (iv) the
accuracy and completeness of such corporate records, and any other documents,
certificates and statements of facts, in each case given or made available to us
by the Company.
We have obtained from officers of the Company such advice as we
considered necessary in rendering this opinion and, insofar as our opinion is
based on matters of fact upon which conclusions of law are expressed, we have
relied upon such advice.
Based upon the foregoing, we are of the opinion that:
1. The Company is duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.
2. The Common Stock has been duly authorized, and will be
validly issued, fully paid and nonassessable when issued and delivered pursuant
to the terms of that certain Plan of Reorganization and Merger Agreement entered
into by and among the Company, the Bank and Nara Interim Bank, a national
interim bank formed for the sole purpose of effecting the Reorganization.
This opinion is limited to the current laws of the State of
California, the State of Delaware and the United States of America and any
present judicial interpretations thereof, as well as to facts as they presently
exist. In rendering this opinion, we have no obligation to revise or supplement
our opinion should the current laws of the State of California, the State of
Delaware or the United States of America be changed by legislative action,
judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Sincerely,
Manatt, Phelps & Phillips, LLP
