PITNEY, HARDIN, KIPP & SZUCH, LLP
P.O. Box 1945
Morristown, New Jersey 07962-1945
January 18, 2001
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07470
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") by Valley National Bancorp (the "Company") relating to
78,502 shares of the Company's Common Stock, no par value (the "Securities") to
be offered pursuant to the former stock option plan of Merchants New York
Bancorp, Inc. to be assumed by the Company as of January 19, 2001, specifically
the 1992 Employee Stock Option Plan (the "Plan").
We have examined originals, or copies certified or otherwise
identified to our satisfaction, of such corporate records, documents,
agreements, instruments and certificates of public officials of the State of New
Jersey and of officers of the Company as we have deemed necessary or appropriate
in order to express the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that, when the
Securities have been duly issued as contemplated by the Registration Statement
(including the Prospectus which is not filed herewith) and the Plan and for the
consideration determined in accordance with the terms of the Plan, the
Securities will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the State of New Jersey, and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an Exhibit to
the Registration Statement. In giving such consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the Rules and Regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH, LLP
