June 16, 2000
Board of Directors
North Fork Bancorporation, Inc.
275 Broad Hollow Road
Melville, New York 11747
Re: Registration Statement on Form S-8
1999 Stock Compensation Plan
Gentlemen:
We have served as counsel to North Fork Bancorporation, Inc.
(the "Company") in connection with various legal matters relating
to the filing of a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as
amended, and the Rules and Regulations promulgated thereunder,
relating to up to 5 million shares of common stock of the
Company, par value $0.01 per share (the "Shares"), that may be
offered and sold through the North Fork Bancorporation, Inc. 1999
Stock Compensation Plan (the "Plan").
We have examined such corporate records of the Company, such
laws and such other information as we have deemed relevant,
including the Company's Certificate of Incorporation, as amended,
and Bylaws, as amended, certain resolutions adopted by the Board
of Directors and the Stock Compensation Committee of the Board of
Directors of the Company relating to the Plan and certificates
received from state officials and from officers of the Company.
In delivering this opinion, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the originals of all documents
submitted to us as certified, photostatic or conformed copies,
and the correctness of all statements submitted to us by officers
of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware.
2. All Shares issued by the Company under the Plan, if
issued in accordance with the Plan, will be validly issued and
outstanding and will be fully paid and nonassessable.
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Board of Directors
June 16, 2000
Page 2
We consent to the use and filing of this opinion as an
exhibit to the Registration Statement and to the use of our name
in the Registration Statement. We also consent to your filing
copies of this opinion as an exhibit to the Registration
Statement with agencies of such states as you deem necessary in
the course of complying with the laws of such states regarding
offer and sale of Shares pursuant to the Plan.
Very truly yours,
/s/ STINSON, MAG & FIZZELL
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