[LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT]
August 17, 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 August 10, 2000 (the "Prospectus Supplement"), to
the Prospectus, dated August 8, 2000 (the "Prospectus"), relating to U.S.
$600,000,000 aggregate principal amount of 7.80% Global Notes due 2007 (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 independent investigation (including, without limitation,
conducting any review,
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The Bear Stearns Companies Inc. -2- August 17, 2000
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.
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The Bear Stearns Companies Inc. -3- August 17, 2000
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 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,
/s/ Cadwalader, Wickersham & Taft
