EXHIBIT 5



               [Letterhead of Cadwalader, Wickersham & Taft LLP]



June 19, 2003

The Bear Stearns Companies Inc.
383 Madison Avenue
New York, New York  10179

Ladies and Gentlemen:

We have acted as special counsel to The Bear Stearns Companies Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company of the Prospectus Supplement, dated June 19, 2003 (the "Prospectus
Supplement"), to the Prospectus, dated April 24, 2003 (the "Prospectus"),
pursuant to which the Company may from time to time issue its Medium Term Notes,
Series B, also known as IncomeNotes(SM) (the "Notes") in an aggregate principal
amount at any one time outstanding of up to U.S. $2,000,000,000 (or an
equivalent amount in other currencies). The Prospectus and Prospectus Supplement
are included in the Registration Statement on Form S-3 (Registration No.
333-104455) (the "Registration Statement") filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), to which this opinion letter is an exhibit.

In rendering the opinion set forth below, we have examined and relied upon,
among other things, (a) the Registration Statement, including the Prospectus and
Prospectus Supplement constituting a part thereof, (b) the Indenture, dated as
of May 31, 1991, as supplemented by the First Supplemental Indenture, dated as
of January 29, 1998 (as supplemented, the "Indenture"), between the Company and
JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as Trustee, filed as
an exhibit to the Registration Statement, and (c) originals, copies or
specimens, certified or otherwise identified to our satisfaction, of such
certificates, corporate and public records, agreements and instruments and other
documents as we have deemed appropriate as a basis for the opinion expressed
below. In such examination we have assumed the genuineness of all signatures,
the authenticity of all documents, agreements and instruments submitted to us as
originals, the conformity to original documents, agreements and instruments of
all documents, agreements and instruments submitted to us as copies or
specimens, the authenticity of the originals of such documents, agreements and
instruments submitted



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to us as copies or specimens, the conformity of the text of each document filed
with the Commission through the Commission's Electronic Data Gathering, Analysis
and Retrieval System to the printed document reviewed by us, and the accuracy of
the matters set forth in the documents, agreements and instruments we reviewed.
We have further assumed that all statements, facts, representations and
covenants made therein are and remain true (without regard to any qualifications
stated therein and without undertaking to verify such statements, facts and
representations by independent investigation), that the respective parties
thereto and all parties referred to therein will act in all respects at all
relevant times in conformity with the requirements and provisions of such
documents, and that none of the terms and conditions contained therein has been
or will be waived or modified in any respect. As to any facts material to such
opinion that were not known to us, we have relied upon statements and
representations of officers and other representatives of the Company and of
public officials. Except as expressly set forth herein, we have not undertaken
any independent investigation (including, without limitation, conducting any
review, search or investigation of any public files, records or dockets) to
determine the existence or absence of the facts that are material to our
opinion, and no inference as to our knowledge concerning such facts should be
drawn from our reliance on the representations of the Company in connection with
the preparation and delivery of this letter. In addition, we have assumed that
the Notes will be executed and delivered in substantially the form in which they
are filed as an exhibit to the Registration Statement.

We express no opinion concerning the laws of any jurisdiction other than the
laws of the State of New York and, to the extent expressly referred to in this
letter, the federal tax laws of the United States of America.

Based upon and subject to the foregoing, we are of the opinion that:

The statements made in the Prospectus Supplement, under the caption "Certain US
Federal Income Tax Considerations," to the extent such statements summarize
material federal tax consequences of the purchase, beneficial ownership and
disposition of the Notes to the holders thereof described therein, are correct
in all material respects. All such statements are based upon current law, which
is subject to change, possibly with retroactive effect. Further, there can be no
assurance that the Internal Revenue Service will not take a contrary position.

We assume no obligation to update or supplement this letter to reflect any
facts, circumstances, laws, rules or regulations, or any changes thereto, or any
court or other authority or body decisions or governmental or regulatory
authority determinations which may hereafter occur or come to our attention.

We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to this Firm in the Prospectus
Supplement constituting a part of the Registration Statement under the captions
"Certain US Federal Income



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Tax Considerations" and "Validity of the Notes," without admitting that we are
"experts" within the meaning of the Securities Act or the rules and regulations
of the Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.

Very truly yours,



/s/ Cadwalader, Wickersham & Taft LLP