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Exhibit 5
[LETTERHEAD OF SULLIVAN & CROMWELL]
December 15, 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 19,471,485 shares (the "Securities") of Common Stock, par value
$0.01 per share ("Common Stock"), of Dime Bancorp Inc., a Delaware corporation
(the "Company"), and the related preferred stock purchase rights (the "Rights")
to be issued pursuant to the Stockholder Protection Rights Agreement, dated as
of October 20, 1995 (the "Rights Agreement"), between the Company and The Dime
Savings Bank of New York, FSB as Rights Agent, 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.
The Securities are issuable
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Dime Bancorp, Inc. -2-
upon the exercise of litigation tracking warrants ("LTWs"), which themselves are
to be issued, by way of a dividend to holders of Common Stock, pursuant to a
warrant agreement to be entered into among EquiServe Trust Company, N.A. and
EquiServe Limited Partnership, together acting as Warrant Agent, and the Company
in substantially the form filed as an exhibit to the Registration Statement
referred to below (the "Warrant Agreement").
Upon the basis of the aforementioned examination, we advise you that,
in our opinion:
(1) When the registration statement relating to the Securities and
the Rights (the "Registration Statement") has become effective under the
Act, the Warrant Agreement has been duly authorized, executed and
delivered, the terms of the issuance of the LTWs and the Securities have
been duly established in conformity with the Warrant Agreement so as not to
violate 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, the LTWs have been duly executed,
countersigned and issued in accordance with the Warrant Agreement and the
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Dime Bancorp, Inc, -3-
Securities have been duly issued upon exercise of the LTWs in accordance
with the terms and conditions of the Warrant Agreement and as contemplated
by the Registration Statement, the Securities will be validly issued, fully
paid and nonassessable.
(2) When the Securities have been validly issued upon exercise of the
LTWs as described above, the Rights attributable to the Securities will be
validly issued.
In connection with our opinion set forth in paragraph (2) above, we
note that the question whether the Board of Directors of the Company might be
required to redeem the Rights at some future time will depend upon the facts and
circumstances existing at the time and, accordingly, is beyond the scope of such
opinion.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of Delaware, and we are expressing no opinion
as to the effect of the laws of any other jurisdiction.
With your approval, we have relied as to certain matters on
information obtained from public officials, officers of the Company and other
sources believed by us to
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Dime Bancorp, Inc. -4-
be responsible, and we have assumed that the Rights Agreement has been duly
authorized, executed and delivered by the Rights Agent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Our Common Stock" in the Prospectus included in the Registration Statement. 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
