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                                EXHIBIT 5.1




DAVID C. ADAMS
e-mail:  dadams@barteleng.com

                              May 17, 2002



Board of Directors
Sonoma Valley Bancorp
202 West Napa Street
Sonoma, CA  95476

         Re:      Common Stock of Sonoma Valley Bancorp

Dear Ladies and Gentlemen:

     We have acted as counsel to Sonoma Valley Bancorp, a California corporation
(the  "Company"),  in connection  with the  registration of 74,712 shares of the
Company's  Common Stock (the  "Shares")  under the  Securities  Act of 1933,  as
amended (the "Securities  Act"), which will be offered under options pursuant to
the Company's 2002 Equity Incentive Plan (the "Plan"),  all further described in
the Company's  registration statement on Form S-8 filed under the Securities Act
(the "Registration Statement").

     For the purpose of rendering this opinion,  we examined originals or copies
of such documents as we deemed to be relevant. In conducting our examination, we
assumed  without   investigation,   the  genuineness  of  all  signatures,   the
correctness of all certificates,  the authenticity of all documents submitted to
me as  originals,  the  conformity  to all original  documents of all  documents
submitted  as certified  or  photostatic  copies,  and the  authenticity  of the
originals of such copies,  and the accuracy and completeness of all records made
available to us by the Company.  In addition,  in  rendering  this  opinion,  we
assume that the Shares will be offered in the manner and on the terms identified
or referred to in the Registration Statement, including all amendments thereto.

     Our opinion is limited  solely to matters set forth  herein.  We express no
opinion as to the law of any other jurisdiction other than the laws of the State
of California and the laws of the United States.



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May 16, 2002
Page 2



     Based upon the foregoing,  after giving due regard to such issues of law as
we deemed relevant, and assuming that (i) the Registration Statement becomes and
remains  effective,  and the  Prospectus,  which  is a part of the  Registration
Statement (the  "Prospectus"),  and the Prospectus  delivery  requirements  with
respect  thereto,  fulfill  all  of the  requirements  of  the  Securities  Act,
throughout all periods relevant to the opinion, (ii) all offers and sales of the
Shares will be made in compliance  with the securities laws of the states having
jurisdiction  thereof, and (iii) the Company receives, to the extent applicable,
the consideration set forth under the Plan and stock option  agreements,  we are
of the  opinion  that the  Shares to be issued  under the Plan and stock  option
agreements will be legally issued, fully paid and non-assessable.

     We hereby consent in writing to the use of our opinion as an exhibit to the
Registration  Statement and any amendment thereto. By giving such consent, we do
not thereby  admit that we come within the category of persons  where consent is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Securities and Exchange Commission.

                              Sincerely,


                              /S/ Bartel Eng & Schroder
                              BARTEL ENG & SCHRODER

SMD:llp