January
17, 2008




To Each
Of The Parties Listed




On
Schedule A Attached Hereto




Re:           Temecula Valley Statutory
Trust VI




Ladies
and Gentlemen:




We have
acted as counsel to Wilmington Trust Company, a Delaware banking corporation
("Wilmington Trust"), in connection with Temecula Valley Statutory Trust VI, a
Delaware statutory trust existing under the laws of the State of Delaware (the
"Trust") pursuant to the Declaration of Trust of the Trust, dated as of December
5, 2007, among  Temecula Valley Bancorp Inc., as sponsor (the
"Sponsor"), Wilmington Trust, as Delaware trustee (the "Delaware Trustee") and
as institutional trustee (the "Institutional Trustee"), and the Administrators
named therein, as amended and restated by the Amended and Restated Declaration
of Trust, dated as of January 17, 2008 (including Exhibit A-1 and Annex I
thereto) (as amended and restated, the "Declaration of Trust"), among the
Sponsor, the Delaware Trustee, the Institutional Trustee, the Administrators and
the several holders, from time to time, of undivided beneficial interests in the
assets of the Trust.  This Opinion is being delivered pursuant to the
Underwriting Agreement, dated as of January 10, 2008 (the "Placement
Agreement"), among the Sponsor, Temecula Valley Bank, the Trust and Howe Barnes
Hoefer & Arnett, Inc. and Wunderlich Securities, Inc., as the
underwriters.  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.




We have
examined originals or copies of the following documents:




(a)
            The
      Declaration of Trust;




(b)
            The
      Indenture;




(c)
            The
      Guarantee (the documents identified in items (a) through (c) being
      collectively referred to as the "Trustee
  Documents");




(d)
            The
      Debentures being issued on the date
hereof;




(e)
            The
      Authentication Order of the Company with respect to the Debentures;
      and







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




We have
also examined originals or copies of such other documents and such corporate
records, certificates and other statements of governmental officials and
corporate officers and other representatives of Wilmington Trust as we have
deemed necessary or appropriate for the purposes of this
opinion.  Moreover, as to certain facts material to the opinions
expressed herein, we have relied upon the representations and warranties
contained in the documents referred to in this paragraph.




Based on
the foregoing and upon an examination of such questions of law as we have
considered necessary or appropriate, and subject to the assumptions, exceptions
and qualifications set forth below, we advise you that in our
opinion:




1.  Wilmington
Trust is duly incorporated and validly existing as a banking corporation with
trust powers in good standing under the laws of the State of
Delaware.




2.  Wilmington
Trust has the power and authority to execute, deliver and perform its
obligations under the Trustee Documents.




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




4.  The
Declaration of Trust is a legal, valid and binding obligation of Wilmington
Trust, enforceable against Wilmington Trust, in accordance with its
terms.  To the extent that each of the Indenture and the Guarantee is
a legal, valid and binding obligation of Wilmington Trust under the laws by
which such agreement is expressly governed, each of the Indenture and the
Guarantee constitute legal, valid and binding obligations of Wilmington Trust,
enforceable against Wilmington Trust, in accordance with the terms
thereof.




5.  Neither
the execution, delivery and performance by Wilmington Trust of the Trustee
Documents, nor the consummation of any of the transactions by Wilmington Trust
contemplated thereby, requires the consent or approval 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 under the laws of the State of Delaware or the
federal laws of the United States of America governing the trust powers of
Wilmington Trust, other than the filing of the Certificate of Trust on behalf of
the Trust (which Certificate of Trust has been duly filed).




6.  Neither
the execution, delivery and performance by Wilmington Trust of the Trustee
Documents, nor the consummation of any of the transactions by Wilmington Trust
contemplated thereby, is in violation of the charter or bylaws of Wilmington
Trust or of the laws of the State of Delaware or of the federal laws of the
United States of America governing the trust powers of Wilmington Trust or, to
our knowledge, without independent investigation, of any indenture, mortgage,
bank credit agreement, note or bond purchase agreement, long-term lease, license
or other agreement or instrument to which it is a party or by which it is bound
or, to our knowledge, without independent investigation, of any judgment or
order applicable to Wilmington Trust.





7.  To our
knowledge, without independent investigation, there are no proceedings pending
or threatened against Wilmington Trust in any court or before any governmental
authority, agency or arbitration board or tribunal which, individually or in the
aggregate, would have a material adverse effect on the right, power and
authority of Wilmington Trust to enter into or perform its obligations under the
Trustee Documents.




8.  The
Debentures have been duly authenticated and delivered by Wilmington Trust, as
Trustee, in accordance with the Indenture.




The
foregoing opinions are subject to the following assumptions, exceptions and
qualifications:




A.  We are
admitted to practice law in the State of Delaware and we do not hold ourselves
out as being experts on the law of any other jurisdiction.  The
foregoing opinions are limited to the laws of the State of Delaware and the
federal laws of the United States of America governing the trust powers of
Wilmington Trust (except that we express no opinion with respect to (i) state
securities or blue sky laws, (ii) other federal laws, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the Trust Indenture Act of 1939, as amended, and the
Investment Company Act of 1940, as amended, and laws, rules and regulations
relating to money laundering and terrorist groups (including any requirements
imposed under the USA Patriot Act of 2001, as amended) and (iii) laws, rules and
regulations applicable to the particular nature of the property to be acquired
by the Trust) and we have not considered and express no opinion on the laws,
rules and regulations of any other jurisdiction.




B.  The
foregoing opinions regarding enforceability are subject to (i) applicable
bankruptcy, insolvency, moratorium, reorganization, receivership, liquidation,
fraudulent conveyance or transfer and 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.




C.  We have
assumed the due authorization, execution and delivery by each of the parties
thereto, other than Wilmington Trust, of each of the Declaration of Trust, the
Indenture and the Guarantee and that each of such parties has the power and
authority to execute, deliver and perform each such document.




D.  We have
assumed that all signatures on documents examined by us are genuine, that all
documents submitted to us as originals are authentic, and that all documents
submitted to us as copies or specimens conform with the originals, which facts
we have not independently verified.





E.  We
express no opinion as to the creation, attachment, perfection or priority of any
mortgage or security interests or as to the nature or validity of title to any
property.




F.  We have
not participated in the preparation of any offering materials with respect to
the Trust.




G.  In basing
the opinions set forth herein on "our knowledge," the words "our knowledge"
signify that no information has come to the attention of the attorneys in the
firm who are directly involved in the representation of Wilmington Trust in this
transaction that would give us actual knowledge that any such opinions are not
accurate. Except as otherwise stated herein, we have undertaken no independent
investigation or verification of such matters.




We
consent to your relying as to matters of Delaware law upon this opinion in
connection with the Placement 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 Placement 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