EXHIBIT 5.2

                           WEIL, GOTSHAL & MANGES LLP
                                767 FIFTH AVENUE
                               NEW YORK, NY 10153
                                  212-310-8000
                               (FAX) 212-310-8007


                               September 19, 1997




New York Bancorp Inc.
241-02 Northern Boulevard
Douglaston, New York 11362

Gentlemen:

            We have acted as counsel to New York Bancorp Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-3 (Registration Nos. 333-34675 and
333-34675-01), as amended (the "Registration Statement"), under the Securities
Act of 1933, as amended, with respect to $51,500,000 aggregate principal amount
of 8.00% Junior Convertible Subordinated Debentures due 2027 (the "Debentures")
of the Company, $50,000,000 aggregate liquidation amount of 8.00% Convertible
Trust Preferred Securities (the "Capital Securities") of New York Bancorp
Capital Trust, a business trust created under the laws of the State of Delaware
(the "Trust"), shares of common stock, par value $0.01 per share, of the Company
(the "Common Stock") issuable upon conversion of the Debentures and Capital
Securities (the "Conversion Shares") and the guarantee with respect to the
Capital Securities (the "Guarantee") to be executed and delivered by the Company
for the benefit of the holders from time to time of the Capital Securities.

            In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Prospectus that is a part of the Registration Statement (the "Prospectus"), the
form of Amended and Restated Declaration of Trust (the "Declaration") among the
Company, as Sponsor, The Bank of New York, as Property Trustee, The Bank of New
York (Delaware), as Delaware Trustee, the administrators named therein and the
holders from time to time of beneficial interests in the assets of the Trust,
the form of Indenture (the "Indenture") between the Company and The Bank of New
York, as Trustee (the "Trustee"), the form of Debenture set forth in the
Indenture, the form of Guarantee, and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of




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New York Bancorp Inc.
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officers and representatives of the Company, and have made such inquiries of
such officers and representatives of the Company as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.

            In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. As to all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company. We have also assumed (i) the due incorporation
and valid existence of the Company, (ii) that the Company has the requisite
corporate power and authority to enter into and perform its obligations under
the Declaration, the Indenture, the Debentures and the Guarantee and (iii) the
due authorization, execution and delivery of the Declaration, the Indenture, the
Debentures and the Guarantee by the Company.

            Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that when the Declaration, the Indenture and the
Guarantee will have been duly authorized, executed and delivered by the parties
thereto:

            1. The Debentures, when duly authenticated by the Trustee pursuant
to the terms of the Indenture, and delivered and paid for in accordance with the
terms of the Indenture and as contemplated by the Registration Statement, will
be validly issued and will constitute the legally binding obligations of the
Company, entitled to the benefits of the Indenture, in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).

            2. The Guarantee will constitute the legally binding obligation of
the Company, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and


New York Bancorp Inc.
September 19, 1997
Page 3


fair dealing (regardless of whether enforcement is sought in a proceeding at 
law or in equity).

            3. When certificates representing the Conversion Shares will have
been manually signed by an authorized officer of the transfer agent and
registrar for the Common Stock, registered by such transfer agent and registrar
and delivered to the holders of Capital Securities upon conversion thereof in
accordance with the terms of the Declaration and the Indenture, the Conversion
Shares will have been duly authorized and will be validly issued, fully paid and
nonassessable.

            The opinions herein are limited to the laws of the State of New York
and the corporate laws of the State of Delaware, and we express no opinion as to
the effect on the matters covered by this opinion of the laws of any other
jurisdiction.

            The opinions expressed herein are rendered solely for your benefit
in connection with the transactions described herein. Those opinions may not be
used or relied upon by any other person, nor, except as provided below, may this
letter or any copies hereof be furnished to a third party, filed with a
governmental agency, quoted, cited or otherwise referred to without our prior
written consent.

            We understand that you have received an opinion from Richards,
Layton & Finger, LLP, special Delaware counsel for the Company and the Trust. We
are expressing no opinion with respect to the matters contained in such opinion.

            We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. We also consent to any and all references to our firm
under the caption "Legal Matters" in the Prospectus.




                                    Very truly yours,

                                    /s/ Weil, Gotshal & Manges LLP