-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iSdsrAxlly6c2gnPo4N7qp14cI1bD1BE4CYQpt1FN/vx/SQjW0aDUO4NIQ1Qv6Rv hTYSgk41zao7D5Bqom/X3Q== 0000892569-95-000330.txt : 199507100000892569-95-000330.hdr.sgml : 19950710 ACCESSION NUMBER: 0000892569-95-000330 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950707 EFFECTIVENESS DATE: 19950726 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELDORADO BANCORP CENTRAL INDEX KEY: 0000351991 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953642383 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-60893 FILM NUMBER: 95552415 BUSINESS ADDRESS: STREET 1: 19100 VON KARMAN AVE SUITE 550 CITY: IRVINE STATE: CA ZIP: 92715 BUSINESS PHONE: 7148308800 MAIL ADDRESS: STREET 1: 19100 VON KARMAN AVE SUITE 550 CITY: IRVINE STATE: CA ZIP: 92715 S-8 1 FORM S-8 1995 STOCK OPTION PLAN 1 As Filed With the Securities and Exchange Commission on July 7, 1995 Registration No. 33-________ - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- ELDORADO BANCORP (Exact name of registrant as specified in its charter) California 95-3642383 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 17752 East 17th Street, Tustin, California 92680 (Address of Principal Executive Offices) (Zip Code) ------------------------- 1995 STOCK OPTION PLAN (Full title of the plan) ------------------------- J. B. Crowell, President and Chief Executive Officer Eldorado Bancorp 17752 East 17th Street, Tustin, California 92680 (Name and address of agent for service) (714) 798-1100 (Telephone number, including area code, of agent for service) Copy to: C. Craig Carlson, Esq. Stradling, Yocca, Carlson & Rauth, a Professional Corporation 660 Newport Center Drive, Suite 1600, Newport Beach, California 92660 [cover page continued on next page] 2 [cover page continued] CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------ Proposed Proposed Title of Securities Amount To Be Maximum Maximum Amount of To Be Registered Registered (1) Offering Aggregate Registration Fee Price Per Share (2) Offering Price (2) - ------------------------------------------------------------------------------------------------------------ Common Stock, without par value 130,000 shares $12.00 $1,560,000 $537.93 - ------------------------------------------------------------------------------------------------------------
(1) Includes additional shares of Common Stock that may become issuable pursuant to the anti-dilution adjustment provisions of the 1995 Stock Option Plan (the "Plan"). (2) Estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(h)(1), on the basis of the price of securities of the same class as determined in accordance with Rule 457(c), using the average of the high and low prices of the Common Stock of the registrant as reported in the consolidated reporting system on the American Stock Exchange on June 30, 1995. Exhibit Index is located on sequentially numbered page 8 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents are incorporated herein by reference: (a) The registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1994, containing its financial statements for its fiscal year ended December 31, 1994. (b) All other reports filed by the registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the Annual Report referred to in (a) above. (c) The description of the registrant's Common Stock that is contained in the registrant's registration statement on Form 8-A filed under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating that description. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all of such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual or quarterly report to shareholders or document that is not deemed filed under such provisions. For the purposes of this registration statement, any statement in a document incorporated by reference shall be deemed to be modified or superseded to the extent that a statement contained in this registration statement modifies or supersedes a statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not Applicable. Item 6. Indemnification of Directors and Officers. Section 317 of the California General Corporation Law makes provision for the indemnification of officers and directors in terms sufficiently broad to include indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended (the "Act"). The registrant's Articles of Incorporation authorize the registrant to provide indemnification of its officers, directors and agents for breach of duty to the registrant and its shareholders through bylaw provisions or indemnification agreements, or both, in excess of the indemnification otherwise permitted by California law, subject to certain limitations. The registrant has entered into indemnification agreements with all of its directors, which obligate the registrant to indemnify such individuals to the fullest extent permitted by applicable law. The registrant also maintains director and officer liability insurance, which provides for indemnification of the directors and officers 2 4 of the registrant for certain liabilities and expenses incurred in connection with their services as directors and officers. In addition, as permitted by Section 204(a)(10) of the California General Corporation Law, the registrant's Articles of Incorporation provide that a director of the registrant shall not be liable to the registrant or its shareholders for monetary damages to the fullest extent permissible under California law. However, as provided by California law, such limitation of liability will not act to limit the liability of a director for (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interest of the registrant or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the registrant or its shareholders in circumstances in which the director was aware or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the registrant or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention that amount to an abdication of the director's duty to the registrant or its shareholders, (vi) any improper transactions between a director and the registrant in which the director has a material financial interest or (vii) any unlawful distributions to the shareholders of the registrant or any unlawful loan of money or property to, or a guarantee of the obligation of, any director or officer of the registrant. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement:
Number Description - ------ ----------- 4.1 Eldorado Bancorp 1995 Stock Option Plan 5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to the Registrant 23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5) 23.2 Consent of KPMG Peat Marwick LLP 25 Power of Attorney (included on signature page)
3 5 Item 9. Undertakings. (a) The undersigned registrant hereby undertakes: (1) To file during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (iii) include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, State of California, on the 30th day of June 1995. ELDORADO BANCORP By: /s/J.B. Crowell ----------------------------------- J.B. Crowell President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned directors and officers of Eldorado Bancorp hereby severally constitute and appoint J.B. Crowell and David R. Brown and each of them individually, with full power of substitution, our true and lawful attorneys and agents, to do any and all acts and things in our name and behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable in order to enable said corporation to comply with the Securities Act of 1933, as amended, and all rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names and in the capacities indicated below, any and all amendments (including post-effective amendments) hereto; and we hereby ratify and confirm all that said attorneys and agents, or any of them, do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/J.B. Crowell President, Chief Executive Officer June 30, 1995 - ------------------------------------- and Director (Principal Executive J.B. Crowell Officer) /s/David R. Brown Executive Vice President and June 30, 1995 - ------------------------------------- Chief Financial Officer (Principal David R. Brown Financial and Accounting Officer)
S-1 7 /s/Michael B. Burns Director June 30, 1995 - ------------------------------------- Michael B. Burns /s/Raymond E. Dellerba Executive Vice President and June 30, 1995 - ------------------------------------- Director Raymond E. Dellerba /s/Lynne Pierson Doti Director June 30, 1995 - ------------------------------------- Lynne Pierson Doti /s/Rolf J. Engen Director June 30, 1995 - ------------------------------------- Rolf J. Engen /s/Warren Finley Director June 30, 1995 - ------------------------------------- Warren Finley /s/Warren D. Fix Director June 30, 1995 - ------------------------------------- Warren D. Fix /s/Andrew J. Sfingi Director June 30, 1995 - ------------------------------------- Andrew J. Sfingi /s/Donald E. Sodaro Vice Chairman and Director June 30, 1995 - ------------------------------------- Donald E. Sodaro /s/George H. Wells Chairman and Director June 30, 1995 - ------------------------------------- George H. Wells
S-2 8 EXHIBIT INDEX
Exhibit Sequential Number Description Page Number ------ ----------- ----------- 4.1 Eldorado Bancorp 1995 Stock Option Plan 5 Opinion of Stradling, Yocca, Carlson & Rauth, a Professional Corporation, Counsel to the Registrant 23.1 Consent of Stradling, Yocca, Carlson & Rauth, a Professional Corporation (included in the Opinion filed as Exhibit 5) 23.2 Consent of KPMG Peat Marwick LLP 25 Power of Attorney (included on signature page)
EX-4.1 2 ELDORADO BANCORP 1995 STOCK OPTION PLAN 1 EXHIBIT 4.1 ELDORADO BANCORP 1995 STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this 1995 Stock Option Plan (the "Plan") are to attract and retain high quality personnel and to provide incentives to such personnel and other selected persons to promote the business and financial success of Eldorado Bancorp and its subsidiaries (collectively the "Company"). 2. Types of Stock Options and Grants. To accomplish these purposes, the Company is authorized under this Plan to: (i) grant incentive stock options ("Incentive Options") within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"); and (ii) grant stock options that do not qualify as Incentive Options ("Nonqualified Options"). Unless the context clearly indicates otherwise, the term "Option" shall mean an option to purchase Common Stock of the Company and shall include both Incentive Options and Nonqualified Options. 3. Shares Subject to the Plan. The stock issuable under this Plan shall be shares of the Company's authorized but unissued or reacquired Common Stock ("Common Stock"). The total number of shares of Common Stock which may be issued under this Plan shall not exceed, in the aggregate, 130,000 shares, subject to adjustment as provided in Section 8 below. If any Option granted under this Plan can no longer be exercised for any reason, the shares of Common Stock allocable to the unexercised portion of such Option may again be subject to grant under the Plan. 4. Eligibility. (a) Incentive Options. Officers and other key employees of the Company or any parent or subsidiary corporation of the Company (including directors if they are also employees of the Company, or a parent or subsidiary corporation) are eligible for selection to receive Incentive Options under the Plan. 2 (b) Nonqualified Options. Officers, key employees and members of the Board of Directors (whether or not employed by the Company) of the Company or of any parent or subsidiary corporation of the Company, are eligible to be selected to receive Nonqualified Options under the Plan. 5. Administration of the Plan. (a) Committee. This Plan shall be administered by the Board of Directors of the Company (the "Board") or by a committee consisting of two (2) or more directors (the "Committee") appointed from time to time by the Board. As hereinafter used in this Plan, the term "Committee" shall refer to the Board if no Committee is then designated. (b) Powers of the Committee. The Committee shall have full authority, in its discretion: (i) to determine the persons to whom, and the time or times at which, Incentive Options and Nonqualified Options shall be granted, the number of shares to be included therein and the consideration to be received by the Company upon the exercise thereof; (ii) to interpret the Plan; (iii) to prescribe, amend and rescind rules and regulations relating to the Plan; (iv) to determine the form, content, terms and conditions of Options to be offered under the Plan; (v) to determine the identity or capacity of any persons who may be entitled to exercise a participant's rights under the Plan; (vi) to correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any grant thereunder; (vii) to accelerate the exercise date of any Option; (viii) to modify or amend any Option agreement (with the consent of the holder thereof); and (ix) to make all other determinations necessary or advisable for the administration of the Plan, but only to the extent not contrary to the express provisions of the Plan. Any action, interpretation or determination by the Committee with respect to the Plan shall be final and binding on all participants and prospective participants. 6. Option Price. (a) Price. The exercise price of Options shall not be less than 100% of the fair market value of such shares on the date the Option is granted. Notwithstanding the foregoing, the exercise price of an Incentive Option granted under the Plan to any person who, at the time of grant, owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any parent or subsidiary corporation of the Company (a "Ten Percent Shareholder"), shall not be less than 110% of the fair market value of such shares on the date such Incentive Option is granted. To the extent that an Incentive Option fails in whole or in part to qualify as an Incentive Option because such limitations applicable to a Ten Percent Shareholder are not met, such Incentive Option shall, to that extent, constitute a Nonqualified Option. The exercise price shall be subject to adjustment as provided in Section 8 below. (b) Fair Market Value. The "fair market value" of a share of Common Stock on a specified date shall be determined by the Committee. If the shares of Common Stock are publicly traded, the "fair market value" as of such date shall be the closing price of a share of Common Stock on the principal exchange on which shares of the Company's Common Stock are listed on such date, or if shares were not traded on such date, then on the next preceding day 2 3 during which a sale occurred; or, if the shares are not so listed but are traded in the over-the-counter market, the closing sale price in the NASDAQ National Market System or the average of the closing bid and asked prices on such date as reported by NASDAQ or similar entity; or, if none of the above is applicable, the value of a share as determined by the Committee in good faith for such date using any reasonable method of evaluation, which determination shall be conclusive and binding on all interested parties. 7. Terms and Conditions of Options. Each Option granted pursuant to this Plan shall be evidenced by a written Option Agreement which shall specify whether the Option is an Incentive Option or Nonqualified Option, the number of shares included therein and the exercise price per share. Each Option Agreement shall be in such form (which need not be the same for each optionee) and contain such provisions as the Committee shall from time to time approve, but shall comply with and be subject to the following terms and conditions: (a) Payment of Exercise Price. The form of consideration payable upon exercise of an Option, including the method of payment, shall be determined by the Committee in its sole discretion (and, in the case of an Incentive Option, shall be determined at the time of grant) and may consist of: (i) cash, (ii) check, (iii) other shares of Common Stock of the Company owned by the optionee having a fair market value on the date of exercise equal to the aggregate exercise price of the shares as to which such Option is exercised, (iv) provided that a public market for the Company's Common Stock exists, through a "same day sale" commitment from the optionee and a broker-dealer that is a member of the National Association of Securities Dealers (an "NASD Dealer") whereby the optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the exercise price and whereby the NASD Dealer forwards the exercise price directly to the Company, (v) provided that a public market for the Company's Common Stock exists, through a "margin" commitment from the optionee and an NASD Dealer whereby the optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the exercise price, and whereby the NASD Dealer forwards the exercise price directly to the Company, or (vi) any combination of the foregoing methods of payment and/or any other consideration or method of payment as shall be permitted by applicable corporate law. (b) Term of Option. Each Option granted under the Plan shall expire within a period of not more than five (5) years from the date of grant. (c) Vesting of Options. Each Option shall vest (i.e., become exercisable) in one or more installments at such times and under such conditions as shall be specified in the Option Agreement at the time of grant. (d) Nontransferability of Options. No Option shall be assignable or transferable except by will or the laws of descent and distribution, and during the life of the optionee shall be exercisable only by such optionee; provided, however, that a Nonqualified Option may be transferred pursuant to a "qualified domestic relations order" (as defined in the Code). (e) Limitation on Incentive Options. Notwithstanding any other provisions of the Plan, the aggregate fair market value (determined in accordance with the provisions of 3 4 Section 6(b) above at the time the Option is granted) of the shares of Common Stock with respect to which Incentive Options are exercisable for the first time by an optionee during any calendar year (under this Plan and all other incentive stock option plans of the Company and its parent and subsidiary corporations) shall not exceed $100,000. To the extent that an Incentive Option fails in whole or in part to qualify as an Incentive Option because such annual limitations are exceeded, such Incentive Option shall, to that extent, constitute a Nonqualified Option. (f) Other Provisions. Any Option Agreement may contain such other terms, provisions and conditions which are not inconsistent with the provisions of this Plan, as the Committee in its discretion may determine. 8. Adjustments Upon Changes in Capital Structure, Merger, Etc. (a) In the event that the number of outstanding shares of Common Stock of the Company are increased, decreased, changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a stock split, reverse stock split, stock dividend, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made by the Committee in the aggregate number and kind of shares subject to this Plan, and the number and kind of shares and the price per share subject to outstanding Options, to preserve, but not to increase, the benefits to persons then holding Options. (b) In the event that the Company at any time proposes to merge into, consolidate with or enter into any other reorganization (including the sale of substantially all of its assets) in which the Company is not the surviving corporation, or, if the Company is to be the surviving corporation but the shareholders immediately prior to such merger, consolidation or reorganization will own less than a majority of the shares of the Company immediately thereafter, the Plan and all unexercised Options shall terminate upon the effective date of such transaction unless a successor corporation assumes the outstanding Options, provides substantially similar consideration to the Option holders as was provided to the shareholders of the Company (after taking into account the existing provisions of the Option holders' Options, but treating all outstanding Options as though they were then fully vested) or substitutes substantially equivalent options covering shares of the successor corporation. If provision is not made for the assumption of or substitution for outstanding Options, or for the payment of substantially equivalent consideration to the Option holders, then the Committee shall cause written notice of the proposed transaction to be given to the persons holding Options not less than 30 days prior to the anticipated effective date of the proposed transaction, all Options shall be accelerated (subject to completion of the proposed transaction) and, concurrent with the effective date of the proposed transaction, such persons shall have the right to exercise their Options in respect of any or all shares then subject thereto, without regard to any vesting provisions. 9. Conditions to Issuance of Stock. (a) The Company shall not be required to issue or deliver any shares with respect to an Option unless the exercise of such Option and the issuance and delivery of such shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, state securities laws, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the Company's Common Stock may then be listed. 4 5 (b) As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the shares are being purchased for investment only and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 10. Rights as Shareholder. A person to whom an Option has been granted shall have no rights or privileges as a shareholder with respect to any shares covered by such Option until certificates representing such shares have been issued by the Company, notwithstanding the exercise of such Option. No adjustment will be made for dividends or other rights for which the record date is prior to the date the stock certificate is issued, except as provided in Section 8 of this Plan. 11. Continuance of Employment. Nothing in this Plan or the granting of any Option shall confer on any optionee any right to continue in the employment of, or other relation with, the Company or any parent or subsidiary corporation of the Company, or limit in any way the right of the Company or any parent or subsidiary corporation of the Company to terminate the optionee's employment or other relationship at any time, with or without cause. 12. Effective Date and Duration of Plan. This Plan shall become effective upon the earlier of either its adoption by the Board of Directors or its approval by the shareholders of the Company. However, unless the Plan is approved by the shareholders of the Company within twelve (12) months before or after the date of the Board's adoption of the Plan, the Plan and all Options granted hereunder shall be cancelled. No Option may be exercised prior to and unless such shareholder approval is obtained. Unless previously terminated by the Board, the Plan shall terminate ten (10) years after it becomes effective, and no Option may be granted under the Plan thereafter, but such termination shall not affect any Option granted prior to such date. 13. Amendment and Termination of the Plan. The Board of Directors may at any time amend, modify, suspend or terminate the Plan. No amendment, modification or termination of the Plan shall affect or impair any rights or obligations under any Option granted prior to the date of such amendment, modification or termination without the consent of the holder of such Option. 14. Dates of Adoption. Date adopted by the Board of Directors: January 18, 1995. Date approved by the shareholders: April 26, 1995. 5 EX-5 3 OPINION OF STRADLING, YOCCA, CARLSON & RAUTH 1 EXHIBIT 5 [LETTERHEAD OF STRADLING, YOCCA, CARLSON & RAUTH] July 3, 1995 Eldorado Bancorp 17752 East 17th Street Tustin, California 92680 Re: Registration Statement on Form S-8 Covering the 1995 Stock Option Plan Gentlemen: We have acted as counsel for Eldorado Bancorp, a California corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") which the Company intends to file with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to a total of 130,000 shares of the Company's Common Stock, without par value (the "Shares"), which are issuable under the Company's 1995 Stock Option Plan (the "Plan"). We have reviewed the corporate action of the Company in connection with this matter and have examined such documents, corporate records and other instruments as we have deemed necessary for the purpose of this opinion. Based upon the foregoing, it is our opinion that the Shares have been duly authorized and, upon issuance and delivery and payment therefor in accordance with the provisions of the Plan, will be duly and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Sincerely, STRADLING, YOCCA, CARLSON & RAUTH /s/ Stradlng, Yocca, Carlson & Rauth EX-23.2 4 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Eldorado Bancorp: We consent to incorporation by reference in the 1995 Stock Option Plan Registration Statement on Form S-8 of Eldorado Bancorp of our report dated January 25, 1995, relating to the consolidated balance sheets of Eldorado Bancorp and subsidiary (the "Company") as of December 31, 1994 and 1993, and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1994, which report is incorporated by reference in the December 31, 1994, annual report on Form 10-K of Eldorado Bancorp. Our report on the consolidated financial statements of the Company, dated January 25, 1995, contains an explanatory paragraph that states that the Company changed its method of accounting for investments in debt and equity securities to adopt the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 115, "Accounting for Certain Investments in Debt and Equity Securities," in 1994. KPMG Peat Marwick LLP Orange County, California June 29, 1995 -----END PRIVACY-ENHANCED MESSAGE-----