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EXHIBIT 5
June 21, 2000
Board of Directors
California Independent Bancorp
P.O. Box 929002
Yuba City, California 95992
RE: CALIFORNIA INDEPENDENT BANCORP 2000 EQUITY INCENTIVE PLAN
Gentlemen:
We refer to the Registration Statement on Form S-8 to be filed by California
Independent Bancorp (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 100,000
shares of the Company's Common Stock, no par value issuable under the
Company's 1999 Equity Incentive Plan. As counsel to the Company, we have
examined such questions of law and such corporate records and other documents
as we have considered necessary or appropriate for the purposes of this
opinion and, upon the basis of such examination, advise you that in our
opinion these shares have been duly and validly authorized and, when issued
and sold in the manner contemplated by the Registration Statement, will be
validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
WEINTRAUB GENSHLEA & SPROUL
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