EXHIBIT 5.0

September 10, 1997




Board of Directors
Security Bank Holding Company
170 S. Second St.
Coos Bay, Oregon  97420


     Re: Security Bank Holding Company Acquisition of Pacific State Bank

Ladies and Gentlemen:

     The  undersigned has acted as counsel to Security Bank Holding Company (the
"Company") in the preparation and filing of a Registration Statement on Form S-4
(the  "Registration  Statement")  under the  Securities Act of 1933, as amended,
covering  shares (the  "Shares") of the  Company's  Common Stock to be issued to
shareholders of Pacific State Bank (the "Bank") in connection with the merger of
the Bank with PSB Interim Bank  ("Interim"),  a  wholly-owned  subsidiary of the
Company,  pursuant to an Agreement and Plan of Reorganization (the "Agreement"),
dated July 9, 1997, by and among the Company,  Interim and the Bank, and related
Plan of Merger between the Bank and Interim, and joined into by the Company.

     In the  course of our  representation  we have  examined  the  Registration
Statement,  the  Agreement,  the  Plan of  Merger,  copies  of the  Articles  of
Incorporation,  Bylaws,  and  excerpts  of minutes of  meetings of the Boards of
Directors of the Company.  We have also  received  from  officers of the Company
certain other  documents,  corporate  records,  and  representations  concerning
factual  matters.  We have reviewed such  documents and have made such review of
laws as we consider necessary for purposes of this opinion.

     We have  relied  as to  matters  of  fact  upon  the  above  documents  and
investigation.  We have assumed  without  investigation  the  genuineness of all
signatures and the  authenticity  of all documents  submitted to us as originals
and the  conformity to original  documents of all  documents  submitted to us as
certified or photostatic copies.

     Based upon the foregoing and subject to the  qualifications  and exceptions
heretofore  and  hereinafter  set forth,  we are of the opinion  that,  when the
Registration Statement has been declared effective, the applicable provisions of
state securities laws have been complied with, the Merger is consummated and the
Company  has issued the Shares in the manner as  provided  by the Plan of Merger
and as described the Registration  Statement,  the shares will be validly issued
and fully paid, and non-assessable.

     The opinion herein expressed are  specifically  subject to and qualified by
the following:



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Board of Directors
September 10, 1997
Page 2


     This  opinion is limited to the present laws of the State of Oregon and the
United  States of America and to the facts bearing on this opinion as they exist
on the date of this letter.

     We hereby  consent  to the  filing of this  opinion  as an  Exhibit  to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the prospectus.

                                                     Very truly yours,

                                                     FOSTER PEPPER & SHEFELMAN


                                                     /s/ Kenneth K. Roberts
                                                     Kenneth E. Roberts, Esq.