Exhibit 4.3


 


Opinion of Leland, Parachini, Steinberg, Matzger &
Melnick, LLP


 


March 9, 2009


 


Oak
Valley Bancorp


125
North Third Avenue


Oakdale,
CA 95361


 


RE:
REGISTRATION STATEMENT ON FORM S-8


 


Ladies and Gentlemen:


 


We have acted as counsel to
Oak Valley Bancorp, a California corporation (the “Company”), in connection
with the preparation of a Registration Statement on Form S-8 to be filed
with the Securities and Exchange Commission (the “Registration Statement”) with
respect to the registration under the Securities Act of 1933, as amended, of
1,951,092 shares of Common Stock, no par value (the “Shares”) of the Company
(the “Common Stock”), subject to issuance by the Company upon exercise of
options granted under the Oak Valley Community Bank 1991 Stock Option Plan, as
restated and amended in May 1998 (the “1998 Restated Stock Option Plan”)
as assumed by the Company pursuant to the terms of the Agreement and Plan of
Merger, dated as of May 1, 2008 (the “Merger Agreement”), among the
Company, Oak Valley Community Bank, a California corporation, and Interim Oak
Valley Bancorp, a California corporation, a wholly owned subsidiary of the
Company, and also subject to issuance by the Company upon exercise of options
granted under the Oak Valley Bancorp 2008 Equity Plan (the “2008 Equity Plan”).


 


We have examined the
originals or certified copies of such corporate records, certificates of
officers of the Company and/or public officials, and such other documents as we
have deemed relevant and necessary as the basis for the opinions set forth
below.  In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents
submitted to us as conformed or photostatic copies, and the authenticity of the
originals of such copies.


 


We have also assumed the due
authorization and execution of the Registration Statement.


 


With respect to certain
factual matters material to the opinions expressed herein, we have relied,
without independent investigation, on certificates of public officials as to
the good standing or qualifications to do business, the representations and
warranties of the Company in the Registration Statement, and statements
contained in the certificates executed and delivered by the President and
Secretary of the Company.


 


Based on our examination
mentioned above, subject to the assumptions stated above, and relying on the
statements of fact contained in the documents that we have examined, we are of the
opinion that when issued in accordance with the terms of the 1998 Restated Stock
Option Plan and the 2008 Equity Plan, the Shares will be validly issued, fully
paid and non-assessable shares of Common Stock.


 


We are members of the Bar of
the State of California and express no opinion as to matters governed by any
laws other than the federal laws of the United States, and the laws of the
State of California.  We assume no
obligation to update the opinions set forth in this letter.


 


This opinion is rendered to
you solely for your benefit and may not be furnished to, used, circulated,
quoted or relied upon by any other person, firm, corporation or entity for any
purpose without our prior written consent.


 


We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the General Rules and Regulations of the
Securities and Exchange Commission.


 


	
   

  
	
  Very
  truly yours,

  
	
   

  
	
  /s/
  Leland, Parachini, Steinberg, Matzger & Melnick, LLP

  
	
  Leland,
  Parachini, Steinberg, Matzger & Melnick, LLP