Exhibit 5.1
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| BOSTON CONNECTICUT FLORIDA NEW JERSEY NEW YORK PROVIDENCE WASHINGTON, DC |
September 20, 2022
Valley National Bancorp
One Penn Plaza
New York, New York 10119
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 of $150,000,000 aggregate principal amount of the Company’s 6.25% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Notes”) issued pursuant to the Indenture, dated as of May 25, 2021 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee, as supplemented by the Second Supplemental Indenture, dated as of September 20, 2022 (together with the Base Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
In connection therewith, we have examined (i) the Registration Statement on Form S-3ASR (File No. 333-254696) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on March 25, 2021; (ii) the prospectus of the Company, dated March 25, 2021, which forms a part of the Registration Statement (the “Base Prospectus”), as supplemented by the prospectus supplement, dated September 15, 2022, relating to the Notes, as filed with the Commission pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the “Prospectus”); (iii) the Indenture; and (iv) the Underwriting Agreement, dated as of September 15, 2022 (the “Underwriting Agreement”), among the Company, Valley National Bank and Piper Sandler & Co., as representative for the underwriters named therein. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of resolutions of the Board of Directors of the Company or committees thereof and such other agreements, instruments, certificates, documents and records and have reviewed such questions of law and made such inquiries as we have deemed necessary or appropriate for the purposes of the opinions rendered herein.
In such examination, we have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all such documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that the books and records of the Company are maintained in accordance with proper corporate procedures. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforementioned records, documents, agreements, instruments and certificates and upon statements and certificates of officers and representatives of the Company and public officials.
