<PAGE> 1
Exhibit 5
November 10, 2000
Dime Bancorp, Inc.,
589 Fifth Avenue,
New York, New York 10017.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of $500,000,000 aggregate amount of senior debt securities (the
"Senior Debt Securities") and subordinated debt securities (the "Subordinated
Debt Securities" and, collectively with the Senior Debt Securities, the
"Securities") of Dime Bancorp, Inc., a Delaware corporation (the "Company"), we,
as your counsel, have examined such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion:
(1) With respect to the Senior Debt Securities, when the registration
statement relating to the Securities (the "Registration Statement") has
become effective under the Act, and the terms of the Senior
<PAGE> 2
Dime Bancorp, Inc. -2-
Debt Securities and of their issuance and sale have been duly established
in conformity with the indenture relating to the Senior Debt Securities
(the "Senior Indenture") so as not to violate any applicable law or result
in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company, and
the Senior Debt Securities have been duly executed and authenticated in
accordance with the Senior Indenture and issued and sold as contemplated in
the Registration Statement, the Senior Debt Securities will constitute
valid and legally binding obligations of the Company, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.
(2) With respect to the Subordinated Debt Securities, when the
Registration Statement has become effective under the Act, the indenture
relating to the Subordinated Debt Securities (the "Subordinated Indenture")
has been duly executed and delivered, the terms of the Subordinated Debt
Securities and of their
<PAGE> 3
Dime Bancorp, Inc. -3-
issuance and sale have been duly established in conformity with the
Subordinated Indenture so as not to violate any applicable law or result in
a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company, and
the Subordinated Debt Securities have been duly executed and authenticated
in accordance with the Subordinated Indenture and issued and sold as
contemplated in the Registration Statement, the Subordinated Debt
Securities will constitute valid and legally binding obligations of the
Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity
principles.
We note that, as of the date of this opinion, a judgment for money in
an action based on a Security denominated in a foreign currency or currency unit
in a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
<PAGE> 4
Dime Bancorp, Inc. -4-
particular Security is denominated into United States dollars will depend upon
various factors, including which court renders the judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of entry of
the judgment.
The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.
We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible, and we assume that the Indenture relating to the Senior Debt
Securities has been duly authorized, executed and delivered by the Trustee
thereunder, an assumption which we have not independently verified.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the
<PAGE> 5
Dime Bancorp, Inc. -5-
reference to us under the heading "Validity of the Debt Securities" in the
Prospectus. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
-----------------------
