EXHIBIT
5.1
OPINION
RE: LEGALITY
1st
Century
Bancshares, Inc.
1875
Century Park East
Suite
1400
Los
Angeles, CA 90067
Re: Registration
Statement on Form S-8
Ladies
and Gentlemen:
We
have examined the Registration Statement on Form S-8 to be filed by you with
the
United States Securities and Exchange Commission on or about December 20,
2007
(the “Registration Statement”), in connection with the registration under the
Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of
1,200,000 shares (the “Shares”) of common stock, par value $0.01 per share, of
1st Century
Bancshares, Inc., a Delaware Corporation (the “Company”), reserved for
issuance pursuant to the Company’s Equity Incentive Plan (the
“Plan”).
As
your legal counsel, we have examined
the proceedings taken and are familiar with the proceedings taken by your
predecessor in interest under the Plan, 1st Century Bank, N. A., in
connection with the adoption of the Plan and the sale and issuance of the
Shares
under the Plan. It is our opinion that the Shares will be, when
issued and sold in the manner referred to in the Plan, legally and validly
issued, fully paid and nonassessable.
We
consent to the use of this opinion
as an exhibit to the Registration Statement and further consent to the use
of
our name wherever appearing in the Registration Statement and any subsequent
amendment(s) thereto. In giving such consent, we do not consider that
we are “experts” within the meaning of such term as used in the Securities Act,
with respect to any part of the Registration Statement, including this opinion
as an exhibit or otherwise.
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Sincerely,
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/s/
Manatt, Phelps & Phillips,
LLP
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