<<Moss
      Adams Letterhead>>


**Report
      of Independent Registered Public Accounting Firm**








To
      the
      Board of Directors and Stockholders


Pacific
      Continental Corporation








We
      have
      audited the accompanying consolidated balance sheet of Pacific Continental
      Corporation (Company) as of December 31, 2005, and the related consolidated
      statement of income, changes in stockholders’ equity, and cash flows for the
      year ended December 31, 2005. We also have audited management’s assessment
      included in the accompanying Management Report on Internal Control over
      Financial Reporting that the Company maintained effective internal control
      over
      financial reporting as of December 31, 2005, based on criteria established
      in Internal Control - Integrated Framework issued by the Committee of Sponsoring
      Organizations of the Treadway Commission (COSO). The Company’s management is
      responsible for these financial statements, for maintaining effective internal
      control over financial reporting, and for its assessment of the effectiveness
      of
      internal control over financial reporting. Our responsibility is to express
      an
      opinion on these financial statements, an opinion on management's assessment,
      and an opinion on the effectiveness of the Company's internal control over
      financial reporting based on our audit.





We
      conducted our audit in accordance with auditing standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement and whether effective
      internal control over financial reporting was maintained in all material
      respects. Our audit of the financial statements included examining, on a test
      basis, evidence supporting the amounts and disclosures in the financial
      statements, assessing the accounting principles used and significant estimates
      made by management, and evaluating the overall financial statement presentation.
      Our audit of internal control over financial reporting included obtaining an
      understanding of internal control over financial reporting, evaluating
      management's assessment, testing and evaluating the design and operating
      effectiveness of internal control, and performing such other procedures as
      we
      considered necessary in the circumstances. We believe that our audits provide
      a
      reasonable basis for our opinions.





The
      Company’s internal control over financial reporting is a process designed to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles. The Company’s internal control
      over financial reporting includes those policies and procedures that (1) pertain
      to the maintenance of records that, in reasonable detail, accurately and fairly
      reflect the transactions and dispositions of the assets of the Company; (2)
      provide reasonable assurance that transactions are recorded as necessary to
      permit preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures of the Company are
      being made only in accordance with authorizations of management and Directors
      of
      the Company; and (3) provide reasonable assurance regarding prevention or timely
      detection of unauthorized acquisition, use, or disposition of the Company's
      assets that could have a material effect on the financial statements.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of Pacific
      Continental Corporation as of December 31, 2005, and the results of their
      operations and their cash flows for the year ended December 31, 2005, in
      conformity with accounting principles generally accepted in the United States
      of
      America. Also in our opinion,





<<Moss
      Adams Letterhead>>


Report
      of
      Independent Registered Public Accounting Firm


Page
      Two








management’s
      assessment that Pacific Continental Corporation maintained effective internal
      control over financial reporting as of December 31, 2005 is fairly stated,
      in
      all material respects, based on criteria established in Internal Control -
      Integrated Framework issued by the Committee of Sponsoring Organizations of
      the
      Treadway Commission (COSO). Furthermore, in our opinion, Pacific Continental
      Corporation maintained, in all material respects, effective internal control
      over financial reporting as of December 31, 2005 based on criteria established
      in Internal Control - Integrated Framework issued by the Committee of Sponsoring
      Organizations of the Treadway Commission (COSO).













Portland,
      Oregon


March
      13,
      2005