January
17, 2008




To Each
of the Persons


Listed
on Schedule A Hereto




Temecula Valley Statutory
Trust VI




Ladies
and Gentlemen:




We have
acted as special Delaware counsel for Temecula Valley Statutory Trust VI, a
Delaware statutory trust (the "Trust"), in connection with the matters set forth
herein.  At your request, this opinion is being furnished to
you.




For
purposes of giving the opinions hereinafter set forth, our examination of
documents has been limited to the examination of originals or copies of the
following:




(a)  The
Certificate of Trust of the Trust (the "Certificate of Trust"), as filed in the
office of the Secretary of State of the State of Delaware (the "Secretary of
State") on December 5, 2007;




(b)  The
Declaration of Trust, dated as of December 5, 2007, among Temecula Valley
Bancorp Inc., a California corporation (the "Company"), Wilmington Trust
Company, a Delaware banking corporation ("WTC"), as trustee and the
administrators named therein (the "Administrators");




(c)  The
Amended and Restated Declaration of Trust of the Trust, dated as of January 17,
2008 (including the form of Capital Securities Certificate attached thereto as
Exhibit A-1 and the terms of the Capital Securities attached as Annex I) (the
"Declaration of Trust"), among the Company, as sponsor, WTC, as Delaware trustee
(the "Delaware Trustee") and institutional trustee (the "Institutional
Trustee"), the Administrators and the holders, from time to time, of undivided
beneficial interests in the assets of the Trust;




(d)  The
Underwriting Agreement, dated January 10, 2008 (the "Underwriting Agreement"),
among the Company, Temecula Valley Bank, the Trust, and Howe Barnes Hoefer &
Arnett, Inc. and Wunderlich Securities, Inc., as the underwriters (the documents
identified in items (c) through (d) being collectively referred to as the
"Operative Documents");




(e)  The
Registration Statement on Form S-3 (the "Registration Statement"), including a
prospectus (the "Prospectus"), relating to the Trust's 9.45 % Trust Preferred
Securities (liquidation amount $10 per security), to be filed with the
Securities and Exchange Commission on or about December 5, 2007;





(f)  The
Capital Securities being issued on the date hereof (the "Capital
Securities");




(g)  The
Common Securities being issued on the date hereof (the "Common Securities") (the
documents identified in items (f) and (g) being collectively referred to as the
"Trust Securities"); and




(h)  A
Certificate of Good Standing for the Trust, dated January 17, 2008, obtained
from the Secretary of State.




Capitalized
terms used herein and not otherwise defined are used as defined in the
Declaration of Trust, except that reference herein to any document shall mean
such document as in effect on the date hereof.  This opinion is being
delivered pursuant to the Underwriting Agreement.




For
purposes of this opinion, we have not reviewed any documents other than the
documents listed in paragraphs (a) through (h) above.  In particular,
we have not reviewed any document (other than the documents listed in paragraphs
(a) through (h) above) that is referred to in or incorporated by reference into
the documents reviewed by us.  We have assumed that there exists no
provision in any document that we have not reviewed that is inconsistent with
the opinions stated herein.  We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.




With
respect to all documents examined by us, we have assumed (i) the authenticity of
all documents submitted to us as authentic originals, (ii) the conformity with
the originals of all documents submitted to us as copies or forms, and (iii) the
genuineness of all signatures.




For
purposes of this opinion, we have assumed (i) that the Declaration of Trust
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the creation, operation, and
termination of the Trust, and that the Declaration of Trust and the Certificate
of Trust are in full force and effect and have not been amended further, (ii)
that there are no proceedings pending or contemplated, for the merger,
consolidation, liquidation, dissolution or termination of the Trust, (iii)
except to the extent provided in paragraph 1 below, the due creation, due
formation or due organization, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, formation or organization, (iv) that each
party to the documents examined by us is qualified to do business in each
jurisdiction where such qualification is required generally or necessary in
order for such party to enforce its rights under the documents examined by us,





(v) the
legal capacity of each natural person who is a party to the documents examined
by us, (vi) except to the extent set forth in paragraph 2 below, that each of
the parties to the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under, such documents, (vii)
except to the extent provided in paragraph 3 below, that each of the parties to
the documents examined by us has duly authorized, executed and delivered such
documents, (viii) the receipt by each Person to whom a Capital Security is to be
issued by the Trust (the "Capital Security Holders") of a Capital Security
Certificate for the Capital Security and the payment for the Capital Securities
acquired by it, in accordance with the Declaration of Trust and the Underwriting
Agreement, (ix) that the Capital Securities are issued and sold to the Holders
of the Capital Securities in accordance with the Declaration of Trust and the
Underwriting Agreement, (x) the receipt by the Person (the "Common
Securityholder") to whom the common securities of the Trust representing common
undivided beneficial interests in the assets of the Trust (the "Common
Securities" and, together with the Capital Securities, the "Trust Securities")
are to be issued by the Trust of a Common Security Certificate for the Common
Securities and the payment for the Common Securities acquired by it, in
accordance with the Declaration of Trust, (xi) that the Common Securities are
issued and sold to the Common Securityholder in accordance with the Declaration
of Trust, (xii) that each of the parties to the documents reviewed by us has
agreed to and received the stated consideration for the incurrence of its
obligations under such documents, (xiii) that each of the documents reviewed by
us (other than the Declaration of Trust) is a legal, valid, binding and
enforceable obligation of the parties thereto in accordance with the terms
thereof, (xiv) that the Trust derives no income from or connected with sources
within the State of Delaware and has no assets, activities (other than having a
trustee and the filing of documents with the Secretary of State) or employees in
the State of Delaware, and (xv) that the Trust will not be classified as an
association or publicly traded partnership taxable as a corporation for United
States federal income tax purposes but rather will be classified for such
purposes as a grantor trust under Subpart E, Part I of Subchapter J of the
Internal Revenue Code of 1986, as amended,.  We have not participated
in the preparation of any offering materials with respect to the Trust
Securities and assume no responsibility for its contents.




This
opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto.  Our opinions are rendered
only with respect to Delaware laws and rules, regulations and orders thereunder
that are currently in effect.




We
express no opinion as to (i) the effect of suretyship defenses, or defenses in
the nature thereof, with respect to the obligations of any applicable guarantor,
joint obligor, surety, accommodation party, or other secondary obligor or any
provisions of the Declaration of Trust with respect to indemnification or
contribution and (ii) the accuracy or completeness of any exhibits or schedules
to the Operative Documents.  No opinion is given herein as to the
choice of law or internal substantive rules of law that any court or other
tribunal may apply to the transactions contemplated by the Operative
Documents.





We
express no opinion as to the enforceability of any particular provision of the
Declaration of Trust or the other Operative Documents relating to remedies after
default.




We
express no opinion as to the enforceability of any particular provision of any
of the Operative Documents relating to (i) waivers of rights to object to
jurisdiction or venue, or consents to jurisdiction or venue, (ii) waivers of
rights to (or methods of) service of process, or rights to trial by jury, or
other rights or benefits bestowed by operation of law, (iii) waivers of any
applicable defenses, setoffs, recoupments, or counterclaims, (iv) waivers or
variations of provisions which are not capable of waiver or variation under the
Uniform Commercial Code ("UCC") of the State, (v) the grant of powers of
attorney to any person or entity, or (vi) exculpation or exoneration clauses,
indemnity clauses, and clauses relating to releases or waivers of unmatured
claims or rights.




We have
made no examination of, and no opinion is given herein as to the Trustee's or
the Trust's title to or other ownership rights in, or the existence of any
liens, charges or encumbrances on, or adverse claims against, any asset or
property held by the Institutional Trustee or the Trust.  We express
no opinion as to the creation, validity, attachment, perfection or priority of
any mortgage, security interest or lien in any asset or property held by the
Institutional Trustee or the Trust.




We
express no opinion as to the effect of events occurring, circumstances arising,
or changes of law becoming effective or occurring, after the date hereof on the
matters addressed in this opinion letter, and we assume no responsibility to
inform you of additional or changed facts, or changes in law, of which we may
become aware.




We
express no opinion as to any requirement that any party to the Operative
Documents (or any other persons or entities purportedly entitled to the benefits
thereof) qualify or register to do business in any jurisdiction in order to be
able to enforce its rights thereunder or obtain the benefits
thereof.




Based
upon the foregoing, and upon our examination of such questions of law and
statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:




1.  The Trust
has been duly created and is validly existing in good standing as a statutory
trust under the Delaware Statutory Trust Act (12 Del. C. § 3801, et seq.) (the
"Act").  All filings required under the laws of the State of Delaware
with respect to the creation and valid existence of the Trust as a statutory
trust have been made.




2.  Under the
Declaration of Trust and the Act, the Trust has the trust power and authority to
(A) execute and deliver the Operative Documents, (B) perform its obligations
under such Operative Documents and (C) issue the Trust Securities.





3.  The
execution and delivery by the Trust of the Operative Documents, and the
performance by the Trust of its obligations thereunder, have been duly
authorized by all necessary trust action on the part of the Trust.




4.  The
Declaration of Trust constitutes a legal, valid and binding obligation of the
Company, the Trustees and the Administrators, and is enforceable against the
Company, the Trustees and the Administrators, in accordance with its
terms.




5.  Each of
the Operative Documents constitutes a legal, valid and binding obligation of the
Trust, enforceable against the Trust, in accordance with its terms.




6.  The
Capital Securities have been duly authorized for issuance by the Declaration of
Trust, and, when duly executed and delivered to and paid for by the purchasers
thereof in accordance with the Declaration of Trust and the Underwriting
Agreement, the Capital Securities will be validly issued, fully paid and,
subject to the qualifications set forth in paragraph 8 below, nonassessable
undivided beneficial interests in the assets of the Trust and will entitle the
Capital Securities Holders to the benefits of the Declaration of
Trust.  The issuance of the Capital Securities is not subject to
preemptive or other similar rights under the Act or the Declaration of
Trust.




7.  The
Common Securities have been duly authorized for issuance by the Declaration of
Trust and, when duly executed and delivered to the Company as Common Security
Holder in accordance with the Declaration of Trust, will be validly issued,
fully paid and, subject to paragraph 8 below and Section 9.1(b) of the
Declaration of Trust (which provides that the Holder of the Common Securities
are liable for debts and obligations of Trust), nonassessable undivided
beneficial interests in the assets of the Trust and will entitle the Common
Security Holder to the benefits of the Declaration of Trust.  The
issuance of the Common Securities is not subject to preemptive or other similar
rights under the Act or the Declaration of Trust.




8.  Under the
Declaration of Trust and the Act, the Holders of the Capital Securities, as
beneficial owners of the Trust, will be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit
organized under the General Corporation Law of the State of
Delaware.  We note that the Holders of the Capital Securities and the
Holder of the Common Securities may be obligated, pursuant to the Declaration of
Trust, (A) to provide indemnity and/or security in connection with and pay taxes
or governmental charges arising from transfers or exchanges of Capital Security
Certificates and the issuance of replacement Capital Security Certificates, and
(B) to provide security or indemnity in connection with requests of or
directions to the Institutional Trustee to exercise its rights and powers under
the Declaration of Trust.




9.  Neither
the execution, delivery and performance by the Trust of the Operative Documents,
nor the consummation by the Trust of any of the transactions contemplated
thereby, requires the consent or approval of, the authorization of, the
withholding of objection on the part of, the giving of notice to, the filing,
registration or





qualification
with, or the taking of any other action in respect of, any governmental
authority or agency of the State of Delaware, other than the filing of the
Certificate of Trust with the Secretary of State (which Certificate of Trust has
been duly filed).




10.  Neither
the execution, delivery and performance by the Trust of the Operative Documents,
nor the consummation by the Trust of the transactions contemplated thereby, is
in violation of the Declaration of Trust or of any law, rule or regulation of
the State of Delaware applicable to the Trust.




11.  The Trust
will not be subject to any tax, fee or governmental charge imposed under the
laws of the State of Delaware.  A Capital Security Holder not
otherwise subject to income tax by the State of Delaware will not be subject to
income taxes imposed by the State of Delaware solely as a result of its
ownership of a Capital Security.




The
opinions expressed in paragraph 4, 5, 6, 7 and 8 above are subject, as to
enforcement, to the effect upon the Declaration of Trust of (i) bankruptcy,
insolvency, moratorium, receivership, reorganization, liquidation, fraudulent
conveyance and transfer, and other similar laws relating to or affecting the
rights and remedies of creditors generally, (ii) principles of equity, including
applicable law relating to fiduciary duties (regardless of whether considered
and applied in a proceeding in equity or at law), and (iii) the effect of
applicable public policy on the enforceability of provisions relating to
indemnification or contribution.




Circular 230
Notice.  Any advice contained in this communication with
respect to any federal tax matter was not intended or written to be used, and it
cannot be used by any taxpayer, for the purpose of avoiding penalties that the
Internal Revenue Service may impose on the taxpayer.  If any such
advice is made to any person other than to our client for whom the advice was
prepared, the advice expressed above is being delivered to support the promotion
or marketing (by a person other than Richards, Layton & Finger) of the
transaction or matter discussed or referenced, and such taxpayer should seek
advice based on the taxpayer's particular circumstances from an independent tax
advisor.




We
consent to your relying as to matters of Delaware law upon this opinion in
connection with the Underwriting Agreement.  We also consent to
McAndrews, Allen & Matson’s and Manatt, Phelps &
Phillips'  relying as to matters of Delaware law upon this opinion in
connection with opinions to be rendered by them on the date hereof pursuant to
the Underwriting Agreement. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.







Very
truly yours,








DKD/rmc








SCHEDULE
A







Wilmington
Trust Company





Howe
Barnes Hoefer & Arnett, Inc.





Wunderlich
Securities, Inc.





Temecula
Valley Bancorp Inc.





Luce,
Forward, Hamilton & Scripps LLP