BBCN Bancorp Inc – ‘S-4MEF’ on 1/19/01 – EX-5.1

On:  Friday, 1/19/01, at 2:11pm ET   ·   Effective:  1/19/01   ·   Accession #:  950148-1-76   ·   File #s:  333-50126, 333-53980

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Registration of Additional Securities   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4MEF      Registration of Additional Securities                  4     21K 
 2: EX-5.1      Opinion re: Legality                                   2      9K 
 3: EX-23.2     Consent of Experts or Counsel                          1      5K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                                     EXHIBIT 5.1

[MANATT LETTERHEAD]                                                             

January 18, 2001                                       Client-Matter:  11244-037

Board of Directors                                                              
Nara Bancorp, Inc.                                                              
3701 Wilshire Blvd., Suite 220                                                  
Los Angeles, CA 90010                                                           

Gentlemen:                                                                      

   This opinion is rendered in connection with the Registration Statement to
be filed on Form S-4 (the "Registration Statement") with the Securities and     
Exchange Commission under the Securities Act of 1933, as amended, to register   
175,000 shares of the common stock, $0.001 par value per share (the "Common     
Stock"), of Nara Bancorp, Inc., a Delaware corporation (the "Company"), proposed
to be issued to certain warrantholders of Nara Bank, National Association (the  
"Bank"), in connection with the reorganization of the Bank into a holding       
company form of organization (the "Reorganization").                            

 As counsel to the Company, we have reviewed such documents, records and
matters of law as we have deemed necessary for purposes of this opinion. In our 
examination of certain corporate records of the Company, we have assumed and    
have not verified; (i) the genuineness of all signatures; (ii) the authenticity 
of all documents submitted to us as originals; (iii) the conformity with the    
originals of all documents supplied to us as copies; and (iv) the accuracy and  
completeness of such corporate records, and any other documents, certificates   
and statements of fact, in each case given or made available to us by the       
Company.                                                                        

    We have obtained from officers of the Company such advice as we considered
necessary in rendering this opinion and, insofar as our opinion is based on     
matters of fact upon which conclusions of law are expressed, we have relied upon
such advice.                                                                    

Based upon the foregoing, we are of the opinion that:                 

    1. The Company is duly incorporated, validly existing and in good standing
under the laws of the State of Delaware.                                        

   2. The Common Stock has been duly authorized, and will be validly issued,
fully paid and nonassessable when issued and delivered pursuant to the terms of 
that certain Plan of Reorganization and Merger Agreement entered into by and    
among the Company, the Bank and Nara Interim Bank,                              

EX-5.1
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Board of Directors                                                              
Nara Bancorp, Inc.                                                              
January 18, 2001                                                                
Page 2                                                                          

National Association, a federal interim association formed for the sole purpose 
of effecting the Reorganization and pursuant to the terms of those certain      
Warrant Purchase Agreements between the Bank and the warrantholders, which      
agreements will be assumed by the Company in connection with the Reorganization.

We hereby consent to the filing of this opinion as an exhibit to the  
Registration Statement.                                                         

                 Very truly yours,

                                  /s/ Manatt, Phelps & Phillips, LLP

Dates Referenced Herein

				Referenced-On Page
This ‘S-4MEF’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		1/19/01							None on these Dates
		1/18/01		1		2
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