EXHIBIT 5

                   [Letterhead of Cadwalader, Wickersham and Taft]

December 28, 2000



The Board of Directors
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167

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 an indeterminate
principal amount of debt securities (the "Debt Securities") and an
indeterminate number of warrants (the "Warrants"), shares of the Company's
preferred stock, $1.00 par value (the "Preferred Stock") and depositary
shares evidencing fractional interests in a share of Preferred Stock (the
"Depositary Shares"), with an aggregate initial public offering price of up
to $9,115,893,162. The Debt Securities will be issued by the Company,
substantially in the forms of the drafts incorporated by reference as
Exhibits 4(b)(1) through 4(b)(7) to the Registration Statement, pursuant to
the terms of the Indenture, dated as of May 31, 1991, as amended (the
"Indenture"), between the Company and The Chase Manhattan Bank (formerly
known as Chemical Bank and the successor by merger to the Manufacturers
Hanover Trust Company), as trustee (the "Trustee"), incorporated by reference
as Exhibits 4(a)(1) and 4(a)(2) to the Registration Statement. The Warrants
will be issued by the Company under Warrant Agreements substantially in the
forms of the drafts incorporated by reference as Exhibits 4(c)(1) through
4(c)(10) to the Registration Statement (collectively, the "Warrant
Agreements"). The Preferred Stock will be issued in one or more series, the
designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions of which shall
be fixed by resolutions to be adopted prior to such issuance by the Company's
Board of Directors or a duly authorized committee thereof. The Depositary
Shares will be issued by the Company under Deposit Agreements substantially
in the form of the draft incorporated by reference as Exhibit 4(d)(7) to



The Board of Directors
The Bear Stearns Companies Inc.       -2-                      December 28, 2000

the Registration Statement (each, a "Deposit Agreement"). The Debt
Securities, the Warrants, the Preferred Stock and the Depositary Shares will
be sold by the Company either (i) directly on its own behalf, (ii) pursuant
to one or more Underwriting Agreements substantially in the forms of the
drafts incorporated by reference as Exhibits 1(a), 1(f), 1(g) and 1(h) to the
Registration Statement (each, an "Underwriting Agreement") or (iii) pursuant
to one or more Distribution Agreements substantially in the forms of the
drafts incorporated by reference as Exhibits 1(b) and 1(c) (as amended by
Exhibits 1(d) and 1(e)) to the Registration Statement (each, a "Distribution
Agreement").

In rendering the opinions 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 opinions 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
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: (a) the Registration Statement,
(b) the Prospectus that is a part of the Registration Statement (the
"Prospectus"), (c) the forms of Debt Securities constituting Exhibits 4(b)(1)
through 4(b)(7) to the Registration Statement, (d) the forms of Warrant
Agreements, (e) the form of Warrant Certificate attached as Exhibit A to the
Warrant Agreements, (f) the forms of Underwriting Agreements, (g) the forms of
Distribution Agreements, and (h) the form of Deposit Agreement. Items (a)
through (h) above are referred to in this letter as 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.




The Board of Directors
The Bear Stearns Companies Inc.       -3-                      December 28, 2000

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:

     1.   The Debt Securities, when duly authorized and executed by the Company,
          authenticated by the Trustee pursuant to the terms of the Indenture
          and sold and delivered by the Company as contemplated by the
          Prospectus, as the same may be supplemented from time to time, will be
          legally issued and will constitute binding agreements of the Company
          entitled to the benefits of the Indenture in accordance with their
          terms, subject to applicable bankruptcy, insolvency, fraudulent
          conveyance, reorganization, moratorium, receivership or other laws
          relating to or affecting creditors' rights generally, and to general
          principles of equity (regardless of whether enforcement is sought in a
          proceeding at law or in equity);

     2.   The Warrants, when duly authorized and executed by the Company,
          authenticated by the applicable warrant agent pursuant to the terms of
          the Warrant Agreements and sold and delivered by the Company as
          contemplated by the Prospectus, as the same may be supplemented from
          time to time, will be legally issued and will constitute binding
          agreements of the Company entitled to the benefits of the Warrant
          Agreements in accordance with their terms, subject to applicable
          bankruptcy, insolvency, fraudulent conveyance, reorganization,
          moratorium, receivership or other laws relating to or affecting
          creditors' rights generally, and to general principles of equity
          (regardless of whether enforcement is sought in a proceeding at law or
          in equity);

     3.   Subject to the taking of the additional proceedings contemplated by
          the Prospectus, as the same may be supplemented from time to time, and
          provided that any issuance of Preferred Stock by the Company is duly
          authorized by the Company's directors and that the number of shares of
          Preferred Stock issued by the Company at no time exceeds the maximum
          amount of shares of Preferred Stock authorized to be issued by the
          Company's certificate of incorporation, the shares of Preferred Stock,
          when issued, paid for and delivered, as contemplated by the
          Prospectus, as the same may be supplemented from time to time, will be
          legally issued, fully paid and non-assessable; and

     4.   Subject to the taking of the additional proceedings contemplated by
          the Prospectus, as the same may be supplemented from time to time, and
          provided that any issuance of Depositary Shares is duly authorized by




The Board of Directors
The Bear Stearns Companies Inc.       -4-                      December 28, 2000

          the Company's directors and that the number of Depositary Shares
          issued by the Company at no time exceeds the maximum amount of shares
          of Preferred Stock authorized to be issued by the Company's
          certificate of incorporation, the Depositary Shares, when issued, paid
          for and delivered pursuant to the terms of the Deposit Agreements as
          contemplated by the Prospectus, as the same may be supplemented from
          time to time, 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 Securities," 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.

We further consent to the use of this letter as an exhibit to applications to
the securities commissioners of various states of the United States for
registration or qualification of the Debt Securities, the Warrants, the
Preferred Stock and the Depositary Shares under the securities laws of such
states.

Very truly yours,

/s/ Cadwalader, Wickersham and Taft