EXHIBIT 5.1
[LETTERHEAD OF COUDERT BROTHERS]
October 6, 2000
North Valley Bancorp
880 East Cypress Avenue
Redding, California 96002
Re: North Valley Bancorp-- Registration Statement on Form S-4
Ladies and Gentlemen:
With reference to the Registration Statement on Form S-4 filed
by North Valley Bancorp, a California corporation ("NVBancorp"), with the
Securities and Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 550,413 shares of NVBancorp Common Stock,
no par value per share (the "Shares"), to be issued in connection with the
merger contemplated by the Agreement and Plan of Reorganization and Merger,
dated as of October 3, 1999, as amended (the "Agreement"), among NVBancorp, Six
Rivers National Bank, a national banking association organized under the laws of
the United States, and NVB Interim National Bank, a national banking association
formed at the direction of NVBancorp, which Agreement is described therein and
filed as an exhibit thereto:
We are of the opinion that the Shares have been duly
authorized and, when issued in accordance with the 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
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Coudert Brothers
