EXHIBIT  8.0

   
September 17, 1997
    



Pacific State Bank
1975 Winchester Avenue
Reedsport, Oregon  97467



     Re: Merger Pursuant to Agreement and Plan of Reorganization  Among Security
Bank Holding Company and Pacific State Bank

Ladies and Gentlemen:

     We have  acted as counsel  to  Security  Bank  Holding  Company,  an Oregon
corporation  ("Parent"),  in connection  with the proposed merger (the "Merger")
pursuant to the terms of the  Agreement and Plan of  Reorganization  dated as of
July 9, 1997 (the "Merger Agreement") by and among Security Bank Holding Company
("Parent") and Pacific State Bank, an Oregon corporation ("Target"). Pursuant to
the Merger Agreement,  Parent will cause to be incorporated PSB Interim Bank, an
Oregon  corporation,  and a wholly-owned  subsidiary of Parent ("Sub"),  and Sub
will merge with and into Target (the "Merger").  This opinion is being delivered
to  you  in  connection  with  the  filing  of  a  registration  statement  (the
"Registration  Statement") on Form S-4, which includes the Joint Proxy Statement
and Prospectus  relating to the Merger Agreement.  Except as otherwise provided,
capitalized  terms not defined  herein have the meanings set forth in the Merger
Agreement and the exhibits thereto or in the letter delivered to Foster Pepper &
Shefelman PLLC by Parent and Target containing certain representations of Parent
and Target relevant to the opinion (the "Representations  Letters"). All section
references,  unless  otherwise  indicated,  are to the  United  States  Internal
Revenue Code of 1986, as amended (the "Code").

     You have  requested  our  opinion  regarding  certain  federal  income  tax
consequences of the Merger.  In our capacity as counsel to Parent in the Merger,
and for purposes of rendering this opinion, we have examined and relied upon the
Registration   Statement,   the  Merger  Agreement  and  the  exhibits  thereto,
Affiliate's Agreements,  the Representation Letters, and such other documents as
we considered relevant for purposes of this opinion. In our examination, we have
assumed the  authenticity  of all documents  submitted to us as  originals,  the
accuracy of all documents  submitted to us as copies and the authenticity of the
originals of such copies, the genuineness of signatures,  and the legal capacity
of signatures.

     We have assumed that all parties to the Merger  Agreement  and to any other
documents  examined by us have acted, and will act, in accordance with the terms
of such Merger  Agreement and documents and that the Merger will be  consummated
at the  Effective  Date  pursuant to the terms and  conditions  set forth in the
Merger  Agreement  without  the  waiver or  modification  of any such  terms and
conditions.  Furthermore,  we have assumed that all representations contained in
the Merger Agreement, as well as those representations


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Pacific State Bank
September 17, 1997


     contained in the  Representation  Letters,  are, and at the Effective  Date
will be, true and complete in all material respects, and that any representation
made in any of the  documents  referred to herein "to the best of the  knowledge
and belief" (or similar qualification) of any person or party is correct without
such  qualification.  We have also  assumed  that as to all  matters for which a
person or entity has  represented  that such person or entity is not a party to,
does not have,  or is not  aware of,  any  plan,  intention,  understanding,  or
agreement,  there is no such plan, intention,  understanding,  or agreement.  We
have not  attempted to verify  independently  such  representations,  but in the
course of our representation, nothing has come to our attention that would cause
us to question the accuracy thereof.

     In rendering our opinion,  we have considered the applicable  provisions of
the  Code,  Treasury   Regulations   promulgated  or  proposed  thereunder  (the
"Regulations"),  current  published  administrative  positions  of the  Internal
Revenue Service ("Rulings"), and existing judicial authorities. New developments
in  the  Regulations,  Rulings,  judicial  authorities  or  legislative  changes
occuring  after the Effective  Date may have an adverse impact upon the opinions
expressed herein. Nevertheless,  we undertake no responsibility to advise you of
any developments  after the Effective Date in the application or  interpretation
of the income tax laws of the United States.

     Our opinion  represents  our best  judgment of how a court would  decide if
presented  with the issues  addressed  herein and is not binding upon either the
Internal Revenue Service ("IRS") or any court.  Thus, no assurances can be given
that a position  taken in reliance on our opinion will not be  challenged by the
IRS or rejected by a court.

     This opinion  addresses only the specific  United States federal income tax
consequences  of the  Merger set forth  below,  and does not  address  any other
federal, state, local, or foreign income, estate, gift, transfer, sales, use, or
other tax consequences  that may result from the Merger or any other transaction
(including any transaction undertaken in connection with the Merger). We express
no opinion  regarding  the tax  consequences  of the Merger to  shareholders  of
Target  that are  subject  to  special  tax  rules,  and we  express  no opinion
regarding the tax  consequences  of the Merger  arising in  connection  with the
ownership of options or warrants for Target stock.

     On the basis of, and subject to the  foregoing,  and in  reliance  upon the
representations  and  assumptions  described  above,  we are  of  the  following
opinion:

     1. The Merger  will  constitute  a  reorganization  within  the  meaning of
Section 368(a)(1) of the Code and Parent, Sub and Target will be parties to such
reorganization within the meaning of Section 368(b);

     2. No gain or loss will be recognized by Parent, Sub, or Target as a result
of the Merger;

     3. No gain or loss will be  recognized by the  shareholders  of Target upon
the  exchange of Target  stock  solely for shares of Parent stock in the Merger,
except  that gain or loss will be  recognized  on the  receipt of cash,  if any,
received in lieu of fractional shares;

     4. Cash received by the shareholders of Target in lieu of fractional shares
of Parent stock will be treated as received as a  distribution  in redemption of
such fractional


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Pacific State Bank
September 17, 1997


shares,  subject  to the  provisions  of  Section  302 of the  Code,  as if such
fractional shares had been issued in the Merger and then redeemed by Parent;

     5. The tax basis of the shares of Parent stock received by the shareholders
of Target in the  Merger  will be equal to the tax basis of the shares of Target
stock  exchanged  therefor in the Merger,  reduced by any basis  allocable  to a
fractional share of Parent stock treated as sold or exchanged under Section 302;
and

     6. The  holding  period  for the  shares of Parent  stock  received  by the
shareholders  of Target will include the holding period for the shares of Target
stock exchanged therefor in the Merger, provided that the shares of Target stock
are held as capital assets at the Effective Date.

     No opinion is expressed  as to any federal  income tax  consequence  of the
Merger  except as  specifically  set forth  herein,  and this opinion may not be
relied upon  except  with  respect to the  consequences  specifically  discussed
herein.

   

     This opinion is intended  solely for the purpose of inclusion as an exhibit
to the Registration Statement,  and may be relied upon by Pacific State Bank and
its  shareholders.  It may not be relied  upon for any other  purpose  or by any
other  person or entity,  and may not be made  available  to any other person or
entity  without our prior written  consent.  We hereby  consent to the filing of
this opinion as an exhibit to the Registration  Statement and further consent to
the use of our name in the Registration  Statement in connection with references
to this opinion and the tax consequences of the Merger.  In giving this consent,
however,  we do not hereby  admit that we are in the  category of persons  whose
consent is required under Section 7 of the Securities Act of 1933, as amended.

    
                                         Very truly yours,


                                          /s/ Foster Pepper & Shefelman PLLC

                                         FOSTER PEPPER & SHEFELMAN PLLC