Exhibit 5.1
August 5, 2024
Valley National Bancorp
One Penn Plaza
New York, New York 10119
Ladies and Gentlemen:
I am the Executive Vice President, General Counsel & Corporate Secretary of Valley National Bancorp, a New Jersey corporation (the “Company”), and in such capacity have acted as counsel to the Company in connection with the issuance and sale by the Company of 6,000,000 shares (the “Preferred Shares”) of the Company’s 8.250% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C, no par value per share (the “Series C Preferred Stock”), with a liquidation preference of $25 per share, pursuant to the Underwriting Agreement, dated July 29, 2024 (the “Underwriting Agreement”), among the Company, Valley National Bank, and Morgan Stanley & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, UBS Securities LLC, Wells Fargo Securities, LLC and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters listed in Schedule A thereto. The Preferred Shares have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-3 filed by the Company with the Securities and Exchange Commission, which became effective on April 5, 2024 (File No. 333-278527) (the “Registration Statement”), including a base prospectus dated April 5, 2024 (the “Base Prospectus”) and a prospectus supplement dated July 29, 2024 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”).
In rendering the opinions expressed herein, I, or members of my staff, have examined and relied upon the Underwriting Agreement, the Registration Statement, the Prospectus, the Company’s restated certificate of incorporation (the “Certificate of Incorporation”) and bylaws, the Certificate of Amendment to the Certificate of Incorporation establishing the Series C Preferred Stock filed with the Department of Treasury of the State of New Jersey on July 31, 2024, resolutions of the Company’s Board of Directors and committees thereof, certificates of public officials, certificates of corporate officers and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below.
In making such examination and rendering the opinion set forth below, I have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to me or members of my staff as originals, the authenticity of the originals of such documents submitted to me or my staff as certified copies, the conformity to originals of all documents submitted to me or my staff as copies, the authenticity of the originals of such documents, that all documents submitted to me or my staff as certified copies are true and correct copies of such originals and the legal capacity of all individuals executing any of the foregoing documents. In making my examination of executed documents, I have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.
