EXHIBIT 5
[LETTERHEAD]



May 31, 2002


Temecula Valley Bancorp Inc.
27710 Jefferson Avenue, Suite A100
Temecula, CA  92590

		Re:	Registration Statement on Form S-8

Dear Board Members:

		At your request, we have examined the Registration
Statement on Form S-8 (the "Registration Statement") being file by
Temecula Valley Bancorp Inc. (the "Bancorp") with the Securities and
Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended, of 614,139 shares of the
Bancorp's common stock, (the "Common Stock"), issuable upon the
exercise of stock options granted pursuant to Temecula Valley Bank
1997 Nonqualified Stock Option Plan (Directors), as Amended, and as
Adopted and Assumed by the Bancorp (the "1997 Plan").

		In rendering this opinion, we have examined such documents
and records as we have deemed relevant.  We have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to originals of all
documents submitted to us as certified or reproduced copies.

		Based upon the foregoing and such other and further review
of fact and law as we have deemed necessary or appropriate under the
circumstances, and assuming that (i) all options granted under the
1997 Plan will be granted pursuant to the terms of the 1997 Plan,
(ii) the consideration for the shares of Common Stock issued pursuant
to the exercise of such options will be received prior to the
issuance thereof and (iii) the shares of Common Stock issued pursuant
to the exercise of such options will be issued in accordance with the
terms of the 1997 Plan and the option agreements (as appropriate),
upon which assumptions the following opinions are expressly
conditioned, it is our opinion that the shares upon the exercise of
options granted pursuant to the 1997 Plan and pursuant to the
Registration Statement will, when sold in accordance with the terms
of the 1997 Plan and pursuant to the Registration Statement will,
when sold in accordance with the terms of the 1997 Plan and the
option agreements, be validly issued, fully paid and non-assessable.

		This opinion is issued to you solely for use in connection
with the Registration Statement and is not to be quoted or otherwise
referred to in any financial statements of the Bancorp or related
documents, nor is it to be filed with or furnished to any government
agency or other person, without the prior written consent of this
firm in each instance.

		This firm hereby consents to the filing of this opinion as
an exhibit to the Registration Statement and to the reference to the
undersigned under the heading "Legal Matters" therein and in any
prospectus delivered to participants in the 1997 Plan and any
amendments thereto.

Respectfully submitted,


/S/  McANDREWS, ALLEN & MATSON
McANDREWS, ALLEN & MATSON

Temecula Valley Bancorp Inc.
May 31, 2002
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