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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 21, 1998
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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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NYFS04...:\25\22625\0123\2041\FRM1228V.060
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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- 43565) as an exhibit
to such Registration Statement:
8 -- Opinion of Weil, Gotshal & Manges as to tax
matters.(1)
23(c) -- Consent of Weil, Gotshal & Manges (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, 1998 By: /s/ Samuel L. Molinaro
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Samuel L. Molinaro, Jr.
Senior Vice President- Finance
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EXHIBIT INDEX
Exhibit No.: Description: Page No.:
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8 Opinion of Weil, Gotshal & 5
Manges as to tax matters.
23(c) Consent of Weil, Gotshal & -
Manges (included in Exhibit
8 hereto).
WEIL, GOTSHAL & MANGES LLP
1615 L Street, NW
Washington, DC 20036
(202) 682-7000
FAX - (202) 857-0940
January 21, 1998
D. Kevin Dolan
Direct Line (202) 682-7060
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10157
Ladies and Gentlemen:
We have acted as United States counsel to The Bear Stearns Companies Inc.
(the "Company") in connection with the 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. $7,096,595,162 (or an equivalent amount in other currencies).
In formulating our opinion as to the matters certified we have examined
such documents as we have deemed appropriate including the Prospectus dated
January 21, 1998 (the "Prospectus") and the Prospectus Supplement dated January
21, 1998 (the "Prospectus Supplement"). We have also obtained any 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 is incorporated herein by reference.
Based upon the foregoing, and subject to the qualifications stated herein,
we are of the opinion that the statements in the Prospectus Supplement under the
caption "Certain United States Federal Income Tax Considerations", 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.
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.
DCFS02...:\25\22625\0112\2270\MEM72794.S4A
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The Bear Stearns Companies Inc.
January 21, 1998
Page 2
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the aforesaid Prospectus or Prospectus
Supplement and to the use of our name therein. We hereby consent to the use of
this opinion as an exhibit to the filings with the securities commissioners of
the 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
