Exhibit 5
September 14, 2000
Summit Bancorp.
301 Carnegie Center
P.O. Box 2066
Princeton, New Jersey 08543
Re: Registration Statement on Form S-8 of Summit Bancorp. Relating to
260,000 Shares of Summit Bancorp. Common Stock Issuable under the
Employment and Retention Agreements.
Gentlemen:
This opinion is given in connection with the filing of the Registration
Statement on Form S-8 (the "Registration Statement") by Summit Bancorp. (the
"Company") with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, with respect to an aggregate of 260,000 shares of the
Company's Common Stock, par value $.80 per share (the "Shares"), which may be
offered through exercise of stock options (the "Options") granted under
employment and retention agreements with certain employees of Summit Bank, a
wholly-owned subsidiary of the Company (the "Employee Agreements").
I have acted as counsel for the Company in connection with the filing
of the Registration Statement. In so acting, I have made such investigation,
including the examination of originals or copies, certified or otherwise
identified to my satisfaction, of such corporate documents and instruments as I
have deemed relevant and necessary as a basis for the opinion hereinafter set
forth. In connection therewith I have assumed the genuineness of all signatures
and the authenticity of all documents submitted to me as originals and the
conformity to original documents of all documents submitted to me as certified
or photostatic copies. As to questions of fact material to such opinion, I have
relied upon representations of officers or representatives of the Company.
Based upon the foregoing, I am of the opinion that the Shares will be,
when issued , delivered and paid for in accordance with the terms of the Options
under the Employee Agreements, be validly issued, fully paid and nonassessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. I further consent to any and all references to me in the
Prospectus which is part of said Registration Statement, should there be any.
Very truly yours,
/s/ Richard F. Ober, Jr.
