**ZIRKLE,
      LONG, TRIGUEIRO & WARD** , L.L.C.


CERTIFIED
      PUBLIC ACCOUNTANTS


Eugene,
      Oregon 97401

















**Report
      of Independent Registered Public Accounting Firm**








The
      Board
      of Directors and Stockholders


Pacific
      Continental Corporation and Subsidiaries:








We
      have
      audited the accompanying consolidated balance sheets of Pacific Continental
      Corporation and Subsidiaries as of December 31, 2004 and 2003, and the related
      consolidated statements of income, changes in stockholders’ equity, and cash
      flows for each of the three years in the period ended December 31, 2004. We
      have
      also audited management’s assessment, included in management’s report at page
      55, that the Company maintained effective control over financial reporting
      as of
      December 31, 2004, 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
      consolidated 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 consolidated financial statements, an opinion on management’s
      assessment, and an opinion of the effectiveness of the Company’s internal
      control over financial reporting based on our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States of America). Those standards require
      that we plan and perform the audits to obtain reasonable assurance about whether
      the consolidated 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. The audit also included assessing the accounting
      principles used and significant estimates made by management, as well as
      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.





A
      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 (GAAP). A 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
      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 GAAP, and that
      receipts and expenditures of the company are being made only in accordance
      with
      authorization 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 financial position of Pacific Continental
      Corporation and Subsidiaries as of December 31, 2004 and 2003, and the results
      of their operations and their cash flows for each of the three years in the
      period ended December 31, 2004 in conformity with accounting principles
      generally accepted in the United States of America. Also in our opinion,
      management’s assessment that the Company maintained effective internal control
      over financial reporting as of December 31, 2004, 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 the Company maintained
      , in all material respects, effective control over financial reporting as of
      December 31, 2004, based on “criteria established in Internal Control -
      Integrated Framework issued by the Committee of Sponsoring Organizations of
      the
      Treadway Commission (COSO)”.








**Zirkle,
      Long, Trigueiro & Ward, L.L.C.**











Eugene,
      Oregon


January
      31, 2005