EXHIBIT 5(a)



                [LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT LLP]





June 25, 2003

The Bear Stearns Companies Inc.
383 Madison Avenue
New York, NY 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 of the
Prospectus Supplement, dated June 18, 2003 (the "Prospectus Supplement"), to the
Prospectus, dated April 24, 2003 (the "Prospectus"), relating to $1,000,000,000
principal amount of 2.875% Global Notes due 2008 (the "Notes"). 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 opinions 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, (c) the forms of Notes filed or
incorporated by reference as exhibits to the Registration Statement and (d)
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
opinions 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 to us as copies or specimens, 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,



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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
opinions 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
opinions, and no inference as to our knowledge concerning such facts should be
drawn from our reliance on the representations of the Company and others 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 (i) the
laws of the State of New York, (ii) with respect to the opinion referred to in
paragraph 1 below, the General Corporation Law of the State of Delaware, and
(iii) to the extent expressly referred to in this letter, the federal laws of
the United States of America. While we are not licensed to practice law in the
State of Delaware, we have reviewed applicable provisions of the Delaware
General Corporation Law as we have deemed appropriate in connection with the
opinions expressed herein. Except as described, we have neither examined nor do
we express any opinion with respect to Delaware law.

Based upon and subject to the qualifications set forth herein, we are of the
opinion that:

1.    The Notes have been duly authorized and executed by the Company and, when
      the Notes have been duly authenticated by the Trustee in the manner
      contemplated in the Indenture, and sold and delivered by the Company in
      the manner contemplated in the Prospectus and the Prospectus Supplement,
      the Notes will be legal, valid and binding obligations of the Company,
      enforceable against the Company in accordance with their terms, subject to
      applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
      moratorium, receivership or other laws relating to creditors' rights
      generally, and to general principles of equity (regardless of whether
      enforcement is sought in a proceeding at law or in equity), and will be
      validly issued and outstanding and entitled to the benefits provided by
      the Indenture.

2.    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 Securities 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,



The Bear Stearns Companies Inc.       -3-                          June 25, 2003



      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 attent ion.

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 Tax Considerations" and "Legal Matters," 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, includ ing this exhibit.

Very truly yours,


Cadwalader, Wickersham & Taft LLP