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Exhibit 5.1
[LETTERHEAD OF FRIED, BIRD & CRUMPACKER, P.C.]
January 3, 2001
Board of Directors
Sierra Bancorp
86 North Main Street
Porterville, California 93257
Ladies and Gentlemen:
We have acted as counsel to Sierra Bancorp, a California corporation (the
"Company"), in connection with the proposed registration under the Securities
Act of 1933, as amended, of a maximum of 9,212,280 shares of common stock, no
par value, (the "Shares") of the Company, which are proposed to be issued by the
Company in connection with the merger of a new wholly-owned subsidiary of the
Company with and into Bank of the Sierra, a California banking corporation (the
"Reorganization"). The shares will be issued pursuant to a Plan of
Reorganization and Agreement of Merger by and among the Company, Bank of the
Sierra and Sierra Merger Corporation dated December 14, 2000 (the
"Reorganization Agreement").
In our capacity as counsel to the Company we have examined such corporate
records and other documents, including the registration statement on Form S-4
relating to the Shares and the Reorganization Agreement, and have reviewed such
matters of law as we have deemed necessary.
On the basis of the foregoing, and in reliance thereon and subject to the
assumptions, qualifications, exemptions and limitations expressed herein, we are
of the opinion that when the Shares are issued in accordance with the terms of
the Reorganization Agreement, the Shares will be duly authorized, legally
issued, fully paid and non-assessable shares of the Company's common stock.
This opinion is limited to the present laws of the State of California and
of the United States of America, and the corporate law of the State of
California.
This opinion is solely for your information in connection with the offer
and sale of the Shares by the Company, and is not, without the prior written
consent of this firm, to be quoted in full or in part or otherwise referred to
in any documents nor to be filed with any governmental agency or other persons,
other than with the Securities and Exchange Commission and various state
securities administrators in connection with the qualification of the Shares, to
which reference and filings we hereby expressly consent.
Sincerely,
/s/ Fried, Bird & Crumpacker, P.C.
