Exhibit 5
[CADWALADER, WICKERSHAM & TAFT LETTERHEAD]
November 13, 2000
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Re: The Bear Stearns Companies Inc. Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as special counsel to The Bear Stearns Companies Inc. (the
"Company") in connection with the preparation and filing by the Company with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the registration of up
to 5,856,112 shares of common stock, par value $1.00 per share, of the Company
(the "Shares") to be sold by the Selling Stockholders enumerated in the
Prospectus constituting part of the Registration Statement (the "Prospectus").
The Shares will be acquired by the Selling Stockholders pursuant to the
Company's Capital Accumulation Plan for Senior Managing Directors (the "Plan").
In rendering the opinion set forth below, we have examined and relied upon the
originals, copies or specimens, certified or otherwise identified to our
satisfaction, of the Transaction Documents (as defined below) and such
certificates, corporate and public records, agreements and instruments and other
documents as we have deemed appropriate as a basis for the opinion 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. We
have also assumed that all documents, agreements and instruments examined by us
in the form of drafts will, when executed by the requisite signatories thereto,
conform in substance and form in all material respects to the drafts that we
have examined. As to any facts material to such opinions that were not known to
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The Bear Stearns Companies Inc. -2- November 13, 2000
us, we have relied upon statements and representations of officers and other
representatives of the Company. Except as expressly set forth herein, we have
not undertaken any 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 particular, we have examined and relied upon the Registration Statement, the
Prospectus and the Plan (collectively, the "Transaction Documents").
We express no opinion concerning the laws of any jurisdiction other than the
laws of the State of New York 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.
Except as described, we have neither examined nor do we express any opinion with
respect to Delaware law.
Based upon and subject to the qualifications set forth herein, we are of the
opinion that the Shares, when issued in accordance with the Plan, will be
legally issued, fully paid and non-assessable.
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
constituting a part of the Registration Statement under the caption "Validity of
the Common Stock," 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
