Valley National Bancorp (VLY) 8-K Valley National Bancorp Announces Pricing of Subordinated Notes

Exhibit 5.1

  BEIJING    BRUSSELS    DUBAI    FRANKFURT    JOHANNESBURG LONDON    LOS  ANGELES    NEW  YORK    PALO  ALTO SANFRANCISCO    SEOUL    SHANGHAI    WASHINGTON Covington & BurlingLLP The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 T +1212 841 1000

May 28, 2021

Valley National Bancorp

1455 Valley Road

Wayne, New Jersey 07470

Ladies and Gentlemen:

We have acted as counsel to Valley National Bancorp, a New Jersey corporation (the “Company”), in connection with the issuance and sale by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of $300,000,000 in aggregate principal amount of the Company’s 3.00% Fixed-to-Floating Rate Subordinated Notes due 2031 (the “Notes”) pursuant to (i) a Registration Statement on Form S-3, Registration No. 333-254696, which was filed with the Securities and Exchange Commission (the “Commission”) on March 25, 2021 and became automatically effective on March 25, 2021 (the “Registration Statement”), including the related prospectus therein, (ii) a preliminary prospectus supplement dated May 25, 2021, filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act, and (iii) a prospectus supplement dated May 25, 2021, filed with the Commission pursuant to Rule 424(b). The Notes are being sold pursuant to the Underwriting Agreement, dated May 25, 2021, among Piper Sandler & Co. and BofA Securities, Inc., as representatives of the underwriters named therein, the Company and Valley National Bank (the “Underwriting Agreement”), and issued pursuant to the Indenture, dated May 28, 2021 (the “Base Indenture”), between the Company and U.S. Bank National Association (the “Trustee”), as supplemented by that certain First Supplemental Indenture, dated May 28, 2021, between the Company and the Trustee (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).

We have reviewed 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. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals. We have assumed further that the Trustee has duly authorized, executed and delivered the Indenture.

We have assumed further that (i) the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of New Jersey; (ii) the Company has all requisite power, authority and legal right to execute, deliver and perform its obligations under the Indenture and the Notes; (iii) the Company has duly authorized the Indenture and the Notes; and (iv) insofar as the laws of the State of New Jersey are concerned, the Company has duly executed and delivered the Indenture and the Notes.

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.

Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that when the Notes have been duly executed by the Company and duly authenticated and delivered by the Trustee in accordance with the terms of the Indenture and issued and delivered by the Company against payment therefor as specified in the Underwriting Agreement, the Notes will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

We express no opinion as to: (i) waivers of defenses, subrogation and related rights, rights to trial by jury, rights to object to venue, or other rights or benefits bestowed by operation of law; (ii) releases or waivers of unmatured claims or rights; (iii) indemnification, contribution, exculpation or arbitration provisions, or provisions for the non-survival of representations, to the extent they purport to indemnify any party against, or release or limit any party’s liability for, its own breach or failure to comply with statutory obligations, or to the extent such provisions are contrary to public policy; (iv) provisions for liquidated damages and penalties, penalty interest and interest on interest; (v) provisions purporting to supersede equitable principles, including provisions requiring amendments and waivers to be in writing and provisions making notices effective even if not actually received; (vi) provisions purporting to make a party’s determination conclusive or (vii) exclusive jurisdiction or venue provisions.

We are members of the bar of the State of New York. We do not express any opinion herein on any laws other than the law of the State of New York.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of 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 Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Covington & Burling LLP