August 28, 2000                                           Direct: (415) 393-2188
                                                                 treddy@mdbe.com


MCB Financial Corporation
1248 Fifth Avenue
San Rafael, CA  94901

                       REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

         We have acted as counsel for MCB  Financial  Corporation,  a California
corporation  (the "Company"),  in connection with the Registration  Statement on
Form  S-8 to be  filed by the  Company  under  the  Securities  Act of 1933,  as
amended,  relating to the registration of 633,663 shares of common stock, no par
value  ("Shares")  which may be issued  from  time to time  pursuant  to the MCB
Financial  Corporation 1999 Stock Option Plan and the Marin Community Bank, N.A.
1989 Stock Option Plan.

                  We  are  of  the  opinion  that  the  Shares  have  been  duly
authorized and that the Shares,  when issued  pursuant to the terms described in
the  Registration  Statement and in conformance with applicable state securities
laws, will be duly and validly issued, fully paid and nonassessable.

                  We hereby  consent to the filing of this  opinion as Exhibit 5
to the  Registration  Statement  and to the use of our name  under  the  caption
"Legal  Matters" in the  Registration  Statement and in the Prospectus  included
therein.

                                                    Very truly yours,

                                          McCUTCHEN, DOYLE, BROWN & ENERSEN, LLP


                                          By:/s/THOMAS G. REDDY

                                                A Member of the Firm