[Letterhead of Stuart | Moore]

July 28, 2010

Board of Directors
Citizens Bancorp
208 Providence Mine Road Suite 122
Nevada City, California 95959

          Re:     Registration Statement on Form S-1

Ladies and Gentlemen:

          At your request, we have examined the Registration Statement on Form S-1 (the “Registration Statement”) being filed by Citizens Bancorp (the “Company”) with the Securities & Exchange Commission in connection with the registration under the Securities Act of 1933 of 6,666,667 units (“Units”) composed of 6,666,667 shares of the Company’s common stock (the “Common Stock”) and up to 6,666,667 warrants for Common Stock (the “Warrants”).

          We have examined such instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.

          Our opinion below assumes that the appropriate action will be taken, prior to the offer and sale of the Common Stock, to register and qualify the Common stock for sale under all applicable state securities or “blue sky” laws.

          Based upon the foregoing and the other assumptions contained herein, it is the opinion of the undersigned that the Units, the Common Stock and Warrants to be sold by the Company pursuant an on the terms set forth in to the Registration Statement are duly authorized, validly issued, fully paid and non-assessable and that the sares of common stock issued upon the proper exercise of the Warrants pursuant to their terms will, upon such exercise be duly authorized, validly issued, fully paid and non-assessable.

          This opinion is issued to you solely for use in connection with the Registration Statement and is not to be quoted or otherwise referred to in any financial statements of the Company or related documents, nor is it to be filed with or furnished to any government agency or other person, without the prior written consent of this firm in each instance.

          This firm hereby consents to the filing of this opinion as an exhibit to the Registration Statement and to the reference to the undersigned under the heading “Legal Matters” therein and

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