[LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT]
July 21, 2000
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as special counsel to The Bear Stearns Companies Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Prospectus Supplement, dated July 14, 2000 (the "Prospectus Supplement"), to the
Prospectus, dated March 17, 2000 (the "Prospectus"), relating to $600,000,000
aggregate principal amount of Floating Rate Global Notes due 2005 (the "Notes").
The Prospectus and Prospectus Supplement are included in the Registration
Statement on Form S-3 (Registration No. 333-31980) (the "Registration
Statement") filed with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), to
which this opinion letter is an exhibit.
In rendering the opinions set forth below, we have examined and relied upon,
among other things, (a) the Registration Statement, including the Prospectus and
Prospectus Supplement constituting a part thereof, (b) the Indenture, dated as
of May 31, 1991, as supplemented by the First Supplemental Indenture, dated as
of January 29, 1998 (as supplemented, the "Indenture"), between the Company and
The Chase Manhattan Bank (formerly known as Chemical Bank and successor by
merger to Manufacturers Hanover Trust Company), as Trustee, filed as an exhibit
to the Registration Statement, and (c) originals, copies or specimens, certified
or otherwise identified to our satisfaction, of such certificates, corporate and
public records, agreements and instruments and other documents as we have deemed
appropriate as a basis for the opinions expressed below. In such examination we
have assumed the genuineness of all signatures, the authenticity of all
documents, agreements and instruments submitted to us as originals, the
conformity to original documents, agreements and instruments of all documents,
agreements and instruments submitted to us as copies or specimens, the
authenticity of the originals of such documents, agreements and instruments
submitted to us as copies or specimens, and the accuracy of the matters set
forth in the documents, agreements and instruments we reviewed. As to any facts
material to such opinions that were not known to us, we have relied upon
statements and representations of officers and other representatives of the
Company and of public officials. Except as expressly set forth herein, we have
not undertaken any
<PAGE>
The Bear Stearns Companies Inc. -2- July 21, 2000
independent investigation (including, without limitation, conducting any review,
search or investigation of any public files, records or dockets) to determine
the existence or absence of the facts that are material to our opinions, and no
inference as to our knowledge concerning such facts should be drawn from our
reliance on the representations of the Company and others in connection with the
preparation and delivery of this letter. In addition, we have assumed that the
Notes will be executed and delivered in substantially the form in which they are
filed as an exhibit to the Registration Statement.
We express no opinion concerning the laws of any jurisdiction other than the
laws of the State of New York, to the extent expressly referred to in this
opinion letter, the federal laws of the United States of America, and the
General Corporation Law of the State of Delaware. While we are not licensed to
practice law in the State of Delaware, we have reviewed applicable provisions of
the Delaware General Corporation Law as we have deemed appropriate in connection
with the opinions expressed herein.
Based upon and subject to the qualifications set forth herein, we are of the
opinion that:
1. The Notes, when duly executed, authenticated, and sold and delivered, as
contemplated in the Prospectus and the Prospectus Supplement, will be
duly authorized and legally issued and will constitute binding
agreements of the Company entitled to the benefits of the Indenture in
accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to or affecting creditors' rights
generally, and to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity).
2. The statements made in the Prospectus Supplement, under the caption
"Certain US Federal Income Tax Considerations," insofar as such
statements purport to summarize certain federal income tax laws of the
United States or legal conclusions with respect thereto, have been
reviewed by us and constitute a fair summary of the principal U.S.
federal tax consequences of the purchase, ownership and disposition of
the Notes. All such statements are based upon current law, which is
subject to change, possibly with retroactive effect. Further, there can
be no assurance that the Internal Revenue Service will not take a
contrary position.
We assume no obligation to update or supplement this letter to reflect any
facts, circumstances, laws, rules or regulations, or any changes thereto, or any
court or other authority or body decisions or governmental or regulatory
authority determinations which may hereafter occur or come to our attention.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to this Firm in the Prospectus
Supplement constituting a part of the Registration Statement under the captions
"Certain US Federal Income
<PAGE>
The Bear Stearns Companies Inc. -3- July 21, 2000
Tax Considerations" and "Legal Matters," without admitting that we are "experts"
within the meaning of the Securities Act or the rules and regulations of the
Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.
Very truly yours,
CADWALADER, WICKERSHAM & TAFT
