EXHIBIT 8.1
            OPINION OF LOWENSTEIN SANDLER PC, CONCERNING TAX MATTERS

March 23, 2005

Center Bancorp, Inc.                        Red Oak Bank
2455 Morris Avenue                          190 Park Avenue
Union, NJ 07083                             Post Office Box 1326
                                            Morristown, NJ 07962

Ladies and Gentlemen:

We have acted as counsel to Center Bancorp, Inc., a New Jersey corporation
("Center"), in connection with the merger of Red Oak Bank, a commercial bank
chartered under the laws of the State of New Jersey ("Red Oak"), with and into
Union Center National Bank, a national bank and a wholly-owned Subsidiary of
Center ("Union Center"), pursuant to the Agreement and Plan of Merger dated as
of December 17, 2004 (the "Merger Agreement") by and between Center, Red Oak,
and Union Center (the "Merger").

We understand that this opinion will appear as Exhibit 8.1 to the Registration
Statement on Form S-4 (the "Registration Statement") filed by Center under the
Securities Act of 1933, as amended, relating to the proposed Merger pursuant to
the Merger Agreement. Except as otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to them in the Merger Agreement.

In rendering our opinion, we have examined and, with your consent, have relied
without independent investigation or verification upon the accuracy and
completeness of the facts, information, covenants, and representation contained
in originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Merger Agreement, (ii) the Registration Statement, (iii) the
representations and covenants made by Center, Union Center, and Red Oak,
including representations and covenants set forth in representation letters from
Center and Union Center (on one hand) and Red Oak (on the other hand), of even
date herewith (the "Representation Letters"), and (iv) other such documents as
we have deemed necessary or appropriate. In such investigation, we also have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such documents.

In rendering our opinion, we have assumed, with your consent, and our opinion is
conditioned on, among other things, that (i) the Merger will be consummated in
accordance with the terms of the Merger Agreement and that none of the terms and
conditions contained therein has been waived or modified in any respect prior to
the Effective Time; (ii) the Merger Agreement and the Representation Letters
reflect all the material facts relating to the Merger, Center, Union Center, and
Red Oak; (iii) the representations in the Representation Letters are and will
remain accurate and complete at all times up to and including the Effective



Time; (iv) that any representation made in any the Merger Agreement or the
Representation Letters "to the best knowledge" (or similar qualification) of any
person or party is, and at the Effective Time will be, correct without such
qualification; and (v) any adjustment to the Stock Percentage and Cash
Percentage that would be required pursuant to Section 1.5(j) of the Merger
Agreement shall be made notwithstanding our delivery of this Exhibit 8.1. Any
material change or inaccuracy in the facts referred to or set forth in the
Merger Agreement or in the Representation Letters, or assumed herein (giving
effect to all events occurring after the Effective Time) could affect our
conclusions stated herein.

In rendering our opinion, we have considered currently existing provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), its legislative
history, existing and proposed federal income tax regulations (the
"Regulations"), and administrative and judicial interpretations of the Code and
the Regulations, all as in effect as of the date of this document and all of
which are subject to change, possibly with retroactive effect. With respect to
those issues as to which there is no law directly on point, we have reached our
conclusions based on analogy to and reasoning from certain relevant provisions
of the Code and Regulations, authorities, and interpretations. A material change
in any of the authorities upon which our opinion is based could affect our
conclusions stated herein.

Based solely upon and subject to the foregoing, we hereby confirm that the
discussion set forth under the caption "Material Federal Income Tax
Consequences" in the Registration Statement represents our opinion as to the
material United States federal income tax consequences of the Merger.

Except as expressly set forth herein, we express no other opinion, including,
without limitation, any opinion as to whether any event occurring after the
Effective Time will be viewed as part of the plan of reorganization for United
States federal income tax purposes and the effect, if any, of such event on our
conclusions stated herein.

We disclaim any undertaking to advise you of any subsequent changes of the facts
stated or assumed herein or any subsequent changes in applicable law. This
opinion is for your benefit, and is not to be used, circulated, quoted, or
otherwise referred to for any purpose; provided, however, that this opinion may
be referred to in the section of the Registration Statement on Form S-4 entitled
"Material Federal Income Tax Consequences." The issuance of such consent does
not concede that we are an "expert" for purposes of the Securities Act of 1933.

Very truly yours,

/s/ Lowenstein Sandler PC
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Lowenstein Sandler PC