EXHIBIT 8.1
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
Dougleston, New York 11362
Re: NEW YORK BANCORP CAPITAL
TRUST 8.00% CONVERTIBLE
TRUST PREFERRED SECURITIES
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Ladies and Gentlemen:
We have acted as counsel to New York Bancorp Inc., a Delaware
corporation (the "Depositor"), and New York Bancorp Capital Trust, a Delaware
business trust (the "Trust"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the Registration
Statement on Form S-3, as amended to the date hereof (the "Registration
Statement") under the Securities Act of 1933, as amended, and of the Prospectus
that is a part thereof (the "Prospectus") with respect to 2,000,000 New York
Bancorp Capital Trust 8.00% Convertible Trust Preferred Securities (the "Capital
Securities"). All capitalized terms not otherwise defined herein shall have the
same meaning ascribed thereto in the Prospectus.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Prospectus, the Amended and Restated Declaration of Trust, the forms of Capital
Securities and Common Securities, the forms of Indenture, Guarantee and the
Common Guarantee Agreement (collectively, the "Agreements"). In addition, we
have examined originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments, and have made such inquiries of such officers and representatives
of the Depositor, as we have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.
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New York Bancorp Inc.
September 19, 1997
Page 2
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. We have further assumed (i) that the Agreements as executed and
delivered by the requisite signatories thereto will conform in substance and
form in all material respects to the respective forms thereof examined by us,
(ii) timely compliance by all parties to the Agreements to the terms thereof
(without waiver or amendment of any of the terms thereof) and (iii) that the
Agreements constitute all the agreements, arrangements and understandings
between the parties thereto with respect to the transactions contemplated
therein and that the representations and warranties contained therein are true.
The terms of the Agreements and the Capital Securities are
incorporated herein by reference.
Based on the foregoing, it is our opinion that the statements
contained in the Prospectus, under the caption "Certain Federal Income Tax
Considerations", insofar as such statements constitute matters of law or legal
conclusions and except to the extent qualified therein, are correct in all
material respects.
The foregoing opinion is based on current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder (including proposed Treasury Regulations), published pronouncements
of the Internal Revenue Service, and case law, any of which may be changed at
any time with retroactive effect. We express no opinion as to the effect on the
matters covered by this opinion of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement and to the references to our firm
under the captions "Certain Federal Income Tax Considerations" and "Legal
Matters" in the Prospectus. This opinion may not be used for any other purpose
and may not otherwise be relied upon by, or disclosed to, any other person,
quoted or referred to.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP