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EXHIBIT 5.0 OPINION OF MULDOON MURPHY & FAUCETTE LLP
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[MULDOON MURPHY & FAUCETTE LLP LETTERHEAD]
July 31, 2001
Board of Directors
New York Community Bancorp, Inc.
615 Merrick Avenue
Westbury, New York 11590
Re: Richmond County Financial Corp. 1998 Stock-Based Incentive Plan
Richmond County Financial Corp. Stock Compensation Plan
Bayonne Bancshares, Inc. 1995 Stock Option Plan (as assumed by
Richmond County Financial Corp.)
South Jersey Financial Corporation, Inc. 2000 Stock Option Plan (as
assumed by Richmond County Financial Corp.)
Ladies and Gentlemen:
We have been requested by New York Community Bancorp, Inc. (the "Company")
to issue a legal opinion in connection with the registration of 3,291,886 shares
of the Company's common stock, $.01 par value (the "Shares) on Form S-8 under
the Securities Act of 1933. The Shares may be issued under the Richmond County
Financial Corp. 1998 Stock-Based Incentive Plan (the "RCF Incentive Plan"), the
Richmond County Financial Corp. Stock Compensation Plan (the "RCF Stock
Compensation Plan"), the Bayonne Bancshares, Inc. 1995 Stock Option Plan, as
assumed by Richmond County Financial Corp. (the "Bayonne Option Plan") and the
South Jersey Financial Corporation, Inc. 2000 Stock Option Plan, as assumed by
Richmond County Financial Corp. (the "South Jersey Option Plan").
In connection with the merger of Richmond County Financial Corp. with and
into the Company, effective July 31, 2001, (the "Merger"), the Company will
succeed to and assume the obligations of Richmond County Financial Corp. under
the RCF Incentive Plan, the RCF Stock Compensation Plan, the Bayonne Option Plan
and the South Jersey Option Plan (collectively, the "Plans"). In lieu of the
shares of Richmond County Financial Corp. common stock which would have been
issued under the Plans, the shares will be issued in accordance with the
exchange ratio set forth in the agreement governing the Merger.
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as
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Board of Directors
July 31, 2001
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originals, (iii) the conformity with the originals of all documents supplied to
us as copies, and (iv) the accuracy and completeness of all corporate records
and documents and of all certificates and statements of fact, in each case given
or made available to us by the Company or its subsidiary, New York Community
Bank. We have further assumed that the shareholder rights under the New York
Community Stockholder Protection Rights Agreement will not be triggered prior to
the issuance of the shares.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares have been duly authorized and, upon payment for and
issuance of the Shares in the manner described in the Plans and the outstanding
option agreements, they will be legally issued, fully paid and nonassessable.
The following provisions of the Company's Certificate of Incorporation may
not be given effect by a court applying Delaware law, but in our opinion the
failure to give effect to such provisions will not affect the duly authorized,
validly issued, fully paid and nonassessable status of the Company's common
stock:
(a) Subsections C.3 and C.6 of Article FOURTH which grant the Board the
authority to construe and apply the provisions of that Article and
subsection C.4 of Article FOURTH, to the extent it obligates any person to
provide, or authorizes the Board to demand, complete information
concerning beneficial ownership of the Company's common stock; and
(b) Article NINTH which authorizes the Board to consider the effect of any
offer to acquire the Company on constituencies other than stockholders in
evaluating any such offer.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part, or otherwise referred to or be furnished to, any
governmental agency (other than filed with the Securities and Exchange
Commission as an exhibit to the aforementioned Registration Statement on Form
S-8, in which this opinion is contained), or any other person or entity, without
the prior written consent of this firm.
We note that, although certain portions of the Registration Statement on
Form S-8 (the financial statements and schedules) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including, without limitation, the financial
statements or schedules or the other financial information or data included
therein.
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Board of Directors
July 31, 2001
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We hereby consent to the filing of this opinion as an exhibit to, and the
reference to this firm in, the Company's Registration Statement on Form S-8.
Very truly yours,
/s/ Muldoon Murphy & Faucette LLP
MULDOON MURPHY & FAUCETTE LLP