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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): January 22, 1997
The Bear Stearns Companies Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8989 13-3286161
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(Commission File Number) (I.R.S. Employer
Identification No.)
245 Park Avenue, New York, New York 10167
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(Address of Principal Executive Offices) (Zip Code)
(212) 272-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is incorporated by reference into the
Registration Statement on Form S-3 (Registration No. 333-17985) as an
exhibit to such Registration Statement:
8 --Opinion of Weil, Gotshal & Manges LLP as to tax
matters.(1)
23(c) --Consent of Weil, Gotshal & Manges LLP (included
in Exhibit 8 hereto).
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(1) Filed herewith.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE BEAR STEARNS COMPANIES INC.
Date: January 23, 1997 By: /s/ SAMUEL L. MOLINARO, JR.
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Samuel L. Molinaro, Jr.
Senior Vice President- Finance
and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No.: Description: Page No.:
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8 Opinion of Weil, Gotshal & 5
Manges LLP as to tax matters.
23(c) Consent of Weil, Gotshal & -
Manges LLP (included in Exhibit
8 hereto).
NYFS04...:\25\22625\0122\1324\FRMD176K.470
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WEIL, GOTSHAL & MANGES LLP
A Limited Liability Partnership Including Professional Corporations
1615 L Street N.W.
Washington D.C. 20036-5610
(202) 682-7000
Fax: (202) 857-0940
January 22, 1997
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as United States tax counsel to The Bear
Stearns Companies Inc. (the "Company") in connection with its Medium
Term Note Program pursuant to which the Company may from time to time
issue Medium Term Notes, Series B (the "Notes") in an aggregate
principal amount at any one time outstanding of up to U.S.
$5,434,620,162 (or an equivalent amount in other currencies).
In formulating our opinion as to the matters of certified,
we have examined such documents as we have deemed appropriate,
including the Prospectus Supplement dated January 22, 1997
("Prospectus Supplement") to the Prospectus dated January 22, 1997
("Prospectus"). Also, we have obtained such additional information as
we have deemed relevant and necessary through consultation with
various officers and representatives of the Company.
The description of the Notes contained in the Prospectus and
Prospectus Supplement are incorporated herein by reference.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
The statements under the caption "Certain United States
Federal Income Tax Consequences" in the Prospectus Supplement, insofar
as they relate to the provisions of United States federal tax law
therein described, and subject to the limitations set forth therein,
are accurate in all material respects.
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The opinion herein is limited to the federal income tax laws
of the United States, and we express no opinion as to the effect on
the matters covered by this opinion of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the aforesaid
Prospectus Supplement and to the use of our name therein. We hereby
further consent to the use of this opinion as an exhibit to filings
with the securities commissioners of various states of the United
States as required by the securities laws of such states.
This opinion is rendered solely for your benefit in
connection with the transactions described above. This opinion may
not be used or relied upon by any other person and may not be
disclosed, quoted, filed with a governmental agency or otherwise
referred to without our prior written consent except as noted above.
Very truly yours,
WEIL GOTSHAL & MANGES LLP
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