PART II AND III

Post Qualification Offering Circular Amendment No. 1

File No. 024-12158

EXPLANATORY NOTE

This is a post-qualification amendment to an offering statement on Form 1-A filed by Infinity Bancorp (the “Offering Statement”). The Offering Statement was initially qualified by the United States Securities and Exchange Commission on May 2, 2023. This Post-Qualification Amendment No. 1 is filed solely for the purpose of amending the closing date for the Offering. Accordingly, this Post-Qualification Amendment No. 1 consists of Part I, this Explanatory Note, Part II (amending the closing date), and Part III (updated Subscription Agreement [Exhibit 4] and updated Attorney Opinion [Exhibit 12].

Part II – Offering Circular

INFINITY BANCORP

6 Hutton Centre Drive, Suite 100

Santa Ana, California 92707

OFFERING CIRCULAR

July 6, 2023

Offering under Tier 1 of Regulation A+ of the Securities and Exchange Commission

800,000 Shares of Common Stock, No Par Value, $12.50 per Share

Offering Amount: Up to $10,000,000

Sales will be made to Accredited Investors Only

This Post-Qualification Offering Circular Amendment No. 1 (“Offering Circular Amendment No. 1”) amends the offering circular of Infinity Bancorp dated April 27, 2023, as qualified on May 2, 2023, and as may be amended and supplemented from time to time (“Offering Circular”), to add, update and/or replace information contained in the Offering Circular. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.

The “Company”, “we”, “us” or “our” in this Offering Circular refer to Infinity Bancorp unless the context indicates otherwise.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.

INCORPORATION BY REFERENCE OF, AND AMENDEMENTS TO OFFERING CIRCULAR

The Offering Circular dated April 27, 2023, as amended by this Offering Circular Amendment No. 1, is part of an offering statement (file no. 024-12158), that we filed with the Securities and Exchange Commission (the “Commission” or the “SEC”). We hereby incorporate by reference into this Offering Circular Amendment No. 1 all of the information contained in Part II of the Offering Circular, to the extent not otherwise modified or replaced by offering circular supplement and/or post-qualification amendment. The original Offering Circular may be reviewed at: https://www.sec.gov/Archives/edgar/data/1962911/000110465923051382/tm2312588d1_partiiandiii.htm).

Please note that any statement that we make in this Offering Circular Amendment No. 1 (or have made in the Offering Circular) will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement or post-qualification amendment.

The Offering Circular is amended as follows:

Extension of Offering Period and Termination Date of the Offering.

On June 28, 2023, the Company elected to extend the outside termination date of its Regulation A+ public offering (the “Offering”) from June 30, 2023 to as late as April 30, 2024. Accordingly, the Offering will terminate on the first to occur of (i) the date on which all 800,000 shares are sold, (ii) April 30, 2024, or (iii) such earlier termination date as deemed appropriate by the Company (in each case, the “Termination Date”). In conjunction with the extension of the Termination Date, the Company has updated the form of investor subscription agreement (the “Subscription Agreement”) for the Offering to (i) reflect the extended Termination Date and (ii) reference this Offering Circular Amendment No. 1. The Subscription Agreement is attached as Exhibit 4 hereto and is incorporated herein by this reference. The Company is also attaching an updated Attorney Opinion letter as Exhibit 12 which is incorporated herein by this reference.

The Offering commenced on May 4, 2023 with the commencement of discussions with possible investors. To date, no shares have been sold. No shares will be sold until this Offering Circular Amendment No. 1 has been filed, approved and qualified. From and after that date, the Offering Circular will not be distributed without a copy of this Offering Circular Amendment No. 1.

PART III - EXHIBITS

Exhibit Index:

2. Articles and Bylaws*

4. Subscription Agreement

6. Material Contracts

6.1 Lease for Headquarters Office*

6.2 2018 Infinity Bank Stock Incentive Plan*

6.3 Employment Agreement with Karkutla P. Balkrishna*

6.4 Employment Agreement with Victor E. Guerrero II*

6.5 Tax Sharing Agreement between Infinity Bancorp and Infinity Bank*

6.6         Form of Subordinated Capital Notes signed by Infinity Bank for $4 million of 4.25% fixed to floating rate subordinated notes of the Bank, dated October 22, 2021 and due November 1, 2031, with interest payments due on May 1 and November 1 of each year, commencing May 1, 2022 and continuing through May 1, 2026 (names of lenders redacted*

7. Plan of Reorganization and Merger Agreement dated July 6, 2022*

11. Consents

11.1 Independent Auditor – Crowe LLP*

11.2 Legal Counsel – Richard E. Knecht A Professional Corporation (included in Exhibit 12)

12. Opinion re Legality of the Securities covered by the Offering

*Previously filed.

SIGNATURES

Pursuant to the requirements of Regulation A+, Infinity Bancorp certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Santa Ana, State of California, on July 6, 2023.

INFINITY BANCORP
By:	/s/ Victor E. Guerrero
	Victor E. Guerrero II President/Chief Operating Officer

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated:

/s/ Karkutla P. Balkrishna

Karkutla P. Balkrishna

Chairman/Chief Executive Officer

(Principal Executive Officer)

July 6, 2023

/s/ Elaine Crouch

Elaine Crouch

Executive Vice President/

Chief Administrative Officer/Corporate Secretary

July 6, 2023

/s/ Allison Duncan

Allison Duncan

Executive Vice President/Chief Financial Officer

(Principal Financial Officer)

July 6, 2023

/s/ Allison Duncan

Allison Duncan

Executive Vice President/Chief Financial Officer

(Principal Accounting Officer)

July 6, 2023

Majority of Directors:

/s/ Karkutla P. Balkrishna

Karkutla P. Balkrishna

Director

July 6, 2023

/s/ Cary D. Bren

Cary D. Bren

Director

July 6, 2023

/s/ Curtis E. Campbell

Curtis E. Campbell

Director

July 6, 2023

/s/ Raymond J. Gagnon

Raymond J. Gagnon

Director

July 6, 2023

/s/ Victor E. Guerrero II

Victor E. Guerrero II

Director

July 6, 2023

/s/ Katherine T. Lee

Katherine T. Le

Director

July 6, 2023

/s/ Richard H, Schlatter

Richard H. Schlatter

Director

July 6, 2023

/s/ Glenn B. Stearns

Glenn B. Stearns

Director

July 6, 2023

ACKNOWLEDGEMENT ADOPTING TYPES SIGNATURES

The undersigned hereby authenticate, acknowledge, and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering.

By:	/s/ Karkutla P. Balkrishna
	Chairman/Chief Executive Officer and Director
	July 6, 2023
By:	/s/ Victor E. Guerrero II
	President/Chief Operating Officer and Director
	July 6, 2023
By:	Elaine Crouch
	Executive Vice President/
	Chief Administrative Officer and Corporate Secretary
	July 6, 2023

EX1A-4 SUBS AGMT

Exhibit 4: Updated Subscription Agreement

Subscription Agreement

INFINITY BANCORP

6 Hutton Centre Drive, Suite 100
Santa Ana, California 92707

(657) 223-1000

800,000 Shares of Common Stock, No Par Value, $12.50 per Share
Offering Amount: Up to $10,000,000

Minimum Purchase Amount: 20,000 Shares for $250,000
Sales will be made to Accredited Investors Only

Under Tier 1 of Regulation A+ of the Securities and Exchange Commission

Subscriber Full Name:  ______________________________________

Number of Shares Subscribed For: ______________________________

INSTRUCTIONS

To purchase shares of no par value common stock (the “Shares”) of INFINITY BANCORP, a California corporation (the “Bancorp”) and bank holding company for INFINITY BANK, a state-chartered bank (the “Bank”), in the offering described above (the “Offering”), pursuant to the Regulation A+ Offering Circular dated April 27, 2023, as amended by Post Qualification Amendment No. 1 dated July 6, 2023 (the “Offering Circular”), please: (i) review this Subscription Agreement (this “Subscription Agreement” or “this Agreement”); (ii) complete Paragraph D under Representations and Warranties of Subscribers of this Subscription Agreement regarding accredited investor status; and (iii) complete, sign and date the appropriate signature pages (individual subscribers should complete, sign and date the individual signature page; entity subscribers should complete, sign and date the entity signature page); and (iv) email your completed and signed Subscription Agreement to the Bank, as impound agent for the Offering, at victor@goinfinitybank.com, or mail your Subscription Agreement to the Bank, Attention: Victor E. Guerrero, President/Chief Operating Officer, 6 Hutton Centre Drive, Suite 100, Santa Ana, California 92707.

Please make your uncertified check, certified check, or cashier’s check payable to “Infinity Bancorp Stock Subscription Account” and mail your check, with the completed Subscription Agreement, to Infinity Bank, Attention: Victor E. Guerrero, President/Chief Operating Officer, 6 Hutton Centre Drive, Suite 100, Santa Ana, California 92707, or wire the subscription funds directed to the Infinity Bancorp Stock Subscription Account. Instructions for wire transfer may be obtained upon request from Victor Guerrero or Elaine Crouch at the Bank at (657) 223-1000.

THE BANCORP WILL NOT ACCEPT ANY SUBSCRIPTION AGREEMENT THAT IS NOT FULLY AND ACCURATELY COMPLETED, DATED AND SIGNED.

THIS IS AN IMPORTANT LEGAL DOCUMENT. READ EACH PART OF IT CAREFULLY.

This subscription, submitted as of the date set forth on the signature page, is between Infinity Bancorp, a California corporation (the “Bancorp”), and the undersigned subscriber (the “Subscriber”).

Offer to Purchase. The Subscriber hereby irrevocably offers to purchase that number of Shares of the Bancorp set forth on the signature page and hereby tenders the Subscriber’s check payable to “Infinity Bancorp Stock Subscription Account” in the aggregate dollar amount set forth on the signature page at a per Share purchase price of $12.50, or hereby confirms that a wire for that amount has been sent to the Bank, as impound agent for the Offering, as provided above.

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The Subscriber understands that a subscription for the Shares may be rejected for any reason and that, in the event that this subscription is rejected, the funds delivered herewith will be returned within 14 days after the close of the Offering, without interest thereon or deduction therefrom.

ALL SUBSCRIPTION FUNDS SHALL BE HELD IN A NON-INTEREST-BEARING STOCK SUBSCRIPTION ACCOUNT AT THE BANK UNTIL THE OFFERING IS CLOSED BY THE BANCORP. THEREAFTER, ALL SUBSCRIPTIONS ACCEPTED BY THE BANCORP SHALL BE PAID INTO THE CAPITAL ACCOUNTS OF THE BANCORP, TO BE USED BY THE BANCORP WITHOUT RESTRICTION.

The Offering will terminate on the first to occur of (i) the date on which all 800,000 shares are sold, (ii) April 30, 2024, or (iii) such earlier termination date as deemed appropriate by the Company.

Representations and Warranties of Subscribers. By execution below, the Subscriber acknowledges that the Bancorp is relying upon the accuracy and completeness of the representations contained herein to comply with its obligations under applicable securities laws. The Subscriber hereby represents and warrants to the Bancorp and its officers, directors, managers, members, employees and agents as follows:

A.                  Information About the Bancorp and the Bank. The Subscriber has received and reviewed the Offering Circular, and has obtained all information about the Bancorp and the Bank as the Subscriber believes relevant to the decision to purchase the Shares. The Subscriber has read the Offering Circular and has also had the opportunity to ask questions of, and to receive answers from, the Bancorp and the Bank concerning the terms and conditions of the investment and the business and affairs of the Bancorp and the Bank and to obtain any additional information necessary to verify such information, and the Subscriber has received such information concerning the Bancorp and the Bank as the Subscriber considers necessary or advisable in order to from a decision concerning an investment in the Bancorp. The Subscriber is not relying on any representation regarding the Bancorp or the Bank except as set forth in the Offering Circular. The Subscriber has engaged such advisors as the Subscriber deems appropriate to evaluate the merits of an investment in the Bancorp.

Although the Bancorp is a bank holding company, its Shares are not bank deposits and are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. The sale of the Shares has not been approved or disapproved by the Securities and Exchange Commission (the “SEC”), the FDIC, the California Department of Financial Protection and Innovation (the “DFPI”), the California Department of Corporations (the “CDOC”) or the Federal Reserve Board (the “FRB”), as defined in the Offering Circular. These organizations do not certify the accuracy or completeness of the information contained in the Offering Circular. It is a crime for anyone to tell you otherwise.

B.                   Forward-Looking Statements. The Subscriber acknowledges and understands that any information provided about the Bancorp’s and the Bank’s future plans and prospects is uncertain and subject to all of the uncertainties inherent in the future predictions, and that the Bancorp and the Bank, and their officers and directors shall not be liable for the accuracy thereof.

C.                  Regulation A+ Offering. The Shares are being sold by the Bancorp in an offering under an exemption from registration under Tier 1 of Regulation A+ of the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Act”) and the Limited Offering Exemption Notice pursuant to Section 25102(f) of the California Corporations Code.

D.                  Accredited Investor Status. To be an “accredited investor,” an investor must come within any one of the following categories, or be a person who the issuer reasonably believes comes within any one of the following categories at the time of the sale of the shares to that investor:

1. Any bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; any insurance company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

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2. Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

3. Any organization described in Section 501(c)(3) of the Internal Revenue Code, or corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the shares offered, with total assets in excess of $5,000,000;

4. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

5. Any natural person whose individual net worth, or joint net worth with that person’s spouse or spousal equivalent, at the time of his purchase (excluding the value of the person’s primary residence) exceeds $1,000,000;

6. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the shares offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;

8. Any entity in which all of the equity owners are accredited investors (as defined above).

9. Any entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000:

10. Any natural person holding in good standing one or more professional certifications or designations or credentials from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status;

11. Any natural person who is a “knowledgeable employee,” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940, of the issuer of the securities being offered or sold where the issuer would be an investment company, as defined in Section 3 of such Act, but for the exclusion provided by either section 3(c)(1) or section 3(c)(7) of such Act;

12. Any “family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 with assets under management in excess of $5,000,000, that is not formed for the specific purpose of acquiring the securities offered, and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; and

13. Any “family client” as defined in Rule 202(a)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the requirements of a family office and whose prospective investment in the issuer is directed by such family office.

INSTRUCTION: SUBSCRIBER REPRESENTS AND WARRANTS THAT SUBSCRIBER QUALIFIES AS AN ACCREDITED INVESTOR UNDER THE FOLLOWING PARAGRAPH NUMBER(S) FROM THE LIST ABOVE:

If the Subscriber is an entity, the individual(s) signing on behalf of the Subscriber and the Subscriber, jointly and severally, agree and certify that this Agreement has been duly authorized by all necessary action on the part of the Subscriber, has been duly executed by an authorized representative of the Subscriber, and is a legal, valid, and binding obligation of the Subscriber enforceable in accordance with its terms.

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Entities. A REPRESENTATIVE OF AN ENTITY SUBSCRIBER MUST INITIAL HERE.

E.                 Limited Offering Exemption Notice under Section 25102(f) of the California Corporations Code

The undersigned Subscriber, by signing this Agreement, represents and warrants to the Bancorp that such Subscriber (1) has a pre-existing personal or business relationship with the Bancorp or one of its officers or directors, or by reason of such Subscriber’s business or financial experience could be reasonably assumed to have the capacity to protect such Subscriber’s own interests in connection with the transaction, (2) is purchasing for the Subscriber’s own account and not with a view to or for sale in connection with any distribution of the security, and (3) is not aware of any form of general solicitation or general advertising made by the Bank or the Bancorp relating to the transaction.

F.                 Investment Purpose in Acquiring the Shares. The Subscriber represents that the Subscriber is subscribing to acquire the Shares for the account of the Subscriber for investment purposes only and not with a view to their resale or distribution. The Subscriber has no present intention to divide the Subscriber’s participation with others or to resell or otherwise dispose of all or any part of the Shares.

G.                    Representations to Survive Delivery. The representations, warranties and agreements of the Bancorp and of the Subscriber contained in this Agreement will remain operative and in full force and effect and will survive the receipt of funds by the Bancorp, and the issuance to the Subscriber of the Shares.

H.                    Indemnification. Subscriber agrees to indemnify the Bancorp and the Bank and each current and future officer, director, employee and agent of the Bancorp and the Bank against and hold them harmless from any damage, loss, liability, claim or expense including without limitation, reasonable attorney’s fees resulting from or arising out of the inaccuracy or alleged inaccuracy of any of the representations, warranties or statements of the Subscriber contained in Paragraphs A through G above.

I.                   Revocation. Subscriber hereby acknowledges and agrees that except as specifically set forth herein, Subscriber is not entitled to cancel, terminate, or revoke this Agreement and that it shall survive the bankruptcy of Subscriber.

Additional Agreements

Delivery of Certificate for Shares. Following the successful closing of the Offering, a book-entry registration of the Shares purchased will be made in the records of the Transfer Agent for the Bancorp.

Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of California without reference to California conflict or choice of law provisions. Actions or proceedings litigated in connection with this Agreement, if any, shall have venue exclusively in the state and federal courts located in Orange County, California.

Additional Information. Subscriber shall supply such additional information and documentation relating to Subscriber and any persons who have any rights or interest in Subscriber as may be requested by the Bancorp in order to ensure compliance by the Bancorp with applicable laws. If at any time prior to the Bancorp’s acceptance of this Agreement, an adverse change occurs with respect to the Subscriber such that the information, representations and warranties of the Subscriber set forth in this Agreement are no longer accurate, the Subscriber shall immediately notify the Bancorp of the inaccuracy in writing and shall deliver the updated, accurate information to the Bancorp.

Successors and Assigns. The representations and warranties made by the Subscriber in this Agreement are binding on the Subscriber’s permitted successors and assigns and are made for the benefit of the Bancorp and any other person who may become liable for violations of applicable securities laws as a result of the inaccuracy or falsity of any of the Subscriber’s representations or warranties. Subscriber shall not assign Subscriber’s obligations hereunder without the consent of the Bancorp, which consent shall be granted, if at all, in the sole discretion of the Board of Directors of the Bancorp.

Counterparts. This Agreement may be executed by the Bancorp and by the Subscriber in separate counterparts, each of which shall be deemed an original.

Acceptance. This Agreement is not binding on the Bancorp until accepted in writing by the Bancorp.

Severability. Each provision of this Subscription Agreement shall be separate and severable and if for any reason any provision hereunder is found invalid or unenforceable under applicable law, such invalidity or unenforceability shall not affect the operation of the remaining provisions of this Subscription Agreement.

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INDIVIDUAL SIGNATURE PAGE

All individual Subscribers must complete and sign this page. Where the Shares are to be held in joint tenancy or tenancy in common, both parties must sign and both Social Security numbers should be indicated.

THIS AGREEMENT SHALL NOT BIND THE BANCORP UNTIL IT HAS COUNTERSIGNED THIS PAGE.

Subscriber's Name(s) (please print)	Social Security Number(s)
Residence Address	Form of Ownership (e.g., individual, Joint tenants with rights of survivorShip, tenants in common, community Property)
Mailing Address	The Shares subscribed for herein should be registered as follows. (Please print above the exact name(s) in which the Shares are to be held.)
Home: Tel. No.                            Facsimile No.	Business: Tel No.                           Facsimile No.

SHARES SUBSCRIBED

Total Number of Shares subscribed for

Total Purchase Price (No. of Shares times $12.50)

Signature of Subscriber(s)

Dated:

Infinity Bancorp hereby accepts the Subscriber’s offer to purchase ______Shares for a total purchase price of $__________.

By:		Dated as of:	, 20__
	Victor E. Guerrero II
	President/Chief Operating Officer

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ENTITY SIGNATURE PAGE

All entity investors must complete and sign this page.

THIS AGREEMENT SHALL NOT BIND THE BANCORP UNTIL IT HAS COUNTERSIGNED THIS PAGE.

Entity Name(s) (please print)	Employer Identification Number (also include Social Security Numbers if a Trust or Partnership)
Business (Residence) Address	The Shares Subscribed for herein should be registered as follows. (Please print exact name(s) in which the Shares are to be held.)

SHARES SUBSCRIBED

Total Number of Shares subscribed for

Total Purchase Price (No. of Shares times $12.50)

SIGNATURE
By:
	(print name)
Its:
Dated:

Infinity Bancorp hereby accepts the Subscriber’s offer to purchase ______Shares for a total purchase price of $__________.

By:		Dated as of:	, 20__
	Victor E. Guerrero President/Chief Operating Officer

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EX1A-12 OPN CNSL

Exhibit 12 - Opinion re Legality of the Securities covered by the Offering

RICHARD E. KNECHT

A PROFESSIONAL CORPORATION ATTORNEY AT LAW

120 NEWPORT CENTER DRIVE NEWPORT BEACH, CALIFORNIA 92660

EMAIL: rknecht@knechtlaw.com      CELL: 949-292-9160

July 6, 2023

Mr. Victor E. Guerrero

President and Chief Operating Officer Infinity Bancorp

6 Hutton Centre Drive, Suite 100

Santa Ana, CA 92707

Re: Infinity Bancorp

Offering Statement on Form 1-A

Qualified on May 2, 2023

Securities to be Qualified under Post Qualification Amendment on Form 1-A: Pending

File No. 024-12158

Dear Mr. Guerrero:

We have acted as counsel to Infinity Bancorp, a California corporation (the “Company”) in connection with your July 6, 2023 filing with the Securities and Exchange Commission of Post Qualification Amendment No. 1 on Form 1-A (File No. 024-12158) with respect to the preparation and filing of an offering statement on Form 1-A (the “Offering Statement”) [as amended pursuant to Rule 252 of Regulation A under the Securities Act of 1933, as amended (the “Securities Act”)], relating to the qualification of the Post-Qualification Amendment and the offering by the Company of up to 800,000 shares of common stock no par value per share (the “Shares”).

In connection with the opinion contained herein, we have examined the Offering Statement, the articles of incorporation and bylaws, the minutes of meetings of the Company’s board of directors, as well as all other documents in our judgement necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the completeness and authenticity of all documents submitted to us as originals, the completeness and conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies, the absence of other agreements or understandings among the parties that would modify the terms of the proposed transactions or the respective rights or obligations of the parties thereunder and the accuracy and completeness of all public records reviewed by us.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that the Shares being sold pursuant to the Offering Statement are duly authorized and will be, when issued or resold, as applicable, in the manner described in the Offering Statement, legally and validly issued, fully paid and non-assessable.

No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the Offering Statement or any portion thereof. In addition to the qualifications assumptions and limitation set forth above, the foregoing opinion is further qualified as follows:

1. We do not express any opinion herein concerning any law other than the California General Corporation Law, the substantive law of the State of California and the substantive federal securities laws of the United States of America. In rendering this opinion, we assume no obligation to revise or supplement this opinion should current laws or the interpretations thereof, be changed. We express no opinion as to the laws of any other state or jurisdiction of the United States or of any foreign jurisdiction. We have made no inquiry into the laws and regulations or as to laws relating to choice of law or conflicts of law principles. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

2. The opinion stated herein relating to the validity and binding nature of obligations of the Company is subject to (i) the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally and (ii) the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law).

We consent to the use of this opinion as an exhibit to the Offering Statement and we further consent to the reference of our name under the caption “Legal Opinions” in the offering circular.

Very truly yours,

/s/ Richard E. Knecht for

Richard E. Knecht A Professional Corporation