<PAGE>
EXHIBIT 5.1
OPINION RE LEGALITY
[Letterhead of Witherspoon, Kelley, Davenport & Toole, P.S.]
August 16, 2000
Sterling Financial Corporation
111 North Wall Street
Spokane, Washington 99201
RE: REGISTRATION STATEMENT ON FORM S-8 OF STERLING FINANCIAL
CORPORATION
Gentlemen:
We have acted as counsel to Sterling Financial Corporation, a
Washington corporation ("Sterling"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $1.00 per share (the
"Common Stock") of Sterling which may be issued pursuant to the terms of the
Sterling Savings Bank Employee Savings and Investment Plan & Trust (the
"Plan"), all as more fully described in the Registration Statement. You have
requested the opinion of this firm with respect to certain legal aspects of
the proposed offering.
We have examined such documents, records and matters of law as we
have deemed necessary for purposes of this opinion and based thereon, we are
of the opinion that the Common Stock when issued pursuant to and in accordance
with the terms of the Plan will be duly and validly issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Very truly yours,
WITHERSPOON, KELLEY, DAVENPORT & TOOLE, P.S.
/s/ Witherspoon, Kelley, Davenport & Toole, P.S.
10
