FORM OF LEGAL OPINION OF PITNEY, HARDIN, KIPP & SZUCH LLP
_______, 2000
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07474-0558
Re: Merger of Valley National Bancorp and
Merchants New York Bancorp, Inc.
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We have acted as counsel to Valley National Bancorp ("Valley") in
connection with its proposed issuance of its no par value common stock (the
"Common Stock"), pursuant to the Agreement and Plan of Merger among Valley,
Valley National Bank, Merchants New York Bancorp, Inc. and The Merchants Bank of
New York dated as of September 5, 2000. The Common Stock is being registered
pursuant to a Registration Statement on Form S-4 (the "Registration Statement")
being filed with the Securities and Exchange Commission on the date hereof.
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of the Certificate of Incorporation and By-laws of Valley
currently in effect, relevant resolutions of the Board of Directors of Valley,
and such other documents as we deemed necessary in order to express the opinion
hereinafter set forth.
Based on the foregoing and assuming that the Registration Statement has
been declared effective under the Securities Act of 1933, as amended, we are of
the opinion that when issued as described in the Registration Statement,
including the Prospectus relating to the Common Stock (the "Prospectus"), the
Common Stock will be legally issued, fully paid and non-assessable.
We consent to use of this opinion as an Exhibit to the Registration
Statement and to the reference to this firm under the heading "Legal Opinion" in
the Prospectus.
Very truly yours,
