Exhibit 5

BOSTON    CONNECTICUT    NEW JERSEY    NEW YORK    WASHINGTON, D.C.

DAY PITNEY LLP

Attorneys at Law

Mail To: P.O. Box 1945 Morristown, NJ 07962

Deliver To: 200 Campus Drive Florham Park, NJ 07932

T: (973) 966 6300 F: (973) 966 1015

info@daypitney.com

February 27, 2009

Valley National Bancorp

1455 Valley Road

Wayne, New Jersey 07470

We refer to the Registration Statement on Form S-3 (the “Registration Statement”) by Valley National Bancorp (the “Company”) relating to the Company’s (1) no par value common stock (the “Common Stock”), (2) no par value preferred stock (the “Preferred Stock”), (3) warrants to purchase Common Stock and Preferred Stock (the “Warrants”), and (4) units consisting of any combination of two or more Securities (as defined herein) (the  “Units” ) each of which may be issued on a delayed or continuous basis from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Act”).   The Common Stock, Preferred Stock and Warrants are sometimes referred to herein as the “Securities”.

We have examined originals, or copies certified or otherwise identified to our satisfaction, of such corporate records, documents, agreements, instruments and certificates of public officials of the State of New Jersey and of officers of the Company as we have deemed necessary or appropriate in order to express the opinion hereinafter set forth.

Based upon the foregoing, we are of the opinion that:

1.     The Common Stock has been duly authorized and, when the Registration Statement has become effective under the Act, the terms of the sale of the Common Stock have been duly established in conformity with the Company’s certificate of incorporation so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding on 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 Common Stock has been duly issued and sold as contemplated by the Registration Statement, the Common Stock will be validly issued, fully paid and nonassessable.

2.     The Preferred Stock has been duly authorized and, when the Registration Statement has become effective under the Act, an appropriate certificate of amendment to the Company’s certificate of incorporation relating to the Preferred Stock have been duly authorized and adopted and filed with the Department of Treasury of the State of New Jersey, the terms of the Preferred Stock and of their issuance and sale have been duly established in conformity with the Company’s certificate of incorporation 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 Preferred Stock has been duly issued and sold as contemplated by the Registration Statement, the Preferred Stock will be validly issued, fully paid and nonassessable.

3.     With respect to the Warrants, when a Warrant Agreement with respect to the Warrants has been duly authorized, executed and delivered, the terms of the Warrants and of their issuance and sale have been duly established in conformity with such Warrant Agreement so as not to violate any applicable law or result in a default 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 Warrants have been duly executed and countersigned in accordance with such Warrant Agreement and issued and sold as contemplated by the Registration Statement, the Warrants 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.

4.     With respect to the Units, when a Unit Agreement with respect to the Units has been duly authorized, executed and delivered, the terms of the Units (and the underlying Securities that are components of such Units) and of their issuance and sale have been duly established in conformity with such Unit Agreement so as not to violate any applicable law or result in a default 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 Units (and the underlying Securities that are components of such Units) have been duly executed and countersigned in accordance with such Unit Agreement (and, in the case of Warrants that are components of the Units, a Warrant Agreement) and issued and sold as contemplated by the Registration Statement, and assuming that the underlying Securities that are components of such Units have been duly and properly authorized for issuance and constitute valid and binding obligations enforceable against the issuer thereof in accordance with their terms, the Units will constitute valid and binding obligations of the Company.

The foregoing opinion is limited to the federal laws of the United States and the law of the State of New Jersey. We express no opinion as to the effect of the law of any other jurisdiction.

We hereby consent to the use of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/    Day Pitney LLP

DAY PITNEY LLP