EXHIBIT 8(a)


                [LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT LLP]



July 24, 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 of the Pricing
Supplement, dated July 10, 2003 (the "Pricing Supplement"), to the Prospectus
Supplement, dated April 24, 2003 (the "Prospectus Supplement") and the
Prospectus, dated April 24, 2003 (the "Prospectus"), relating to $11,111,000
principal amount of Medium-Term Notes, Due 2010 Linked to the Value of the
Common Stock of Tyco International Ltd. (the "Notes"). The Prospectus,
Prospectus Supplement and Pricing 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,
Prospectus Supplement and Pricing 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 form of Note filed as an exhibit 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,
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



The Bear Stearns Companies Inc.       -2-                          July 24, 2003

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 the
laws of the State of New York, and, to the extent expressly referred to in this
letter, the federal laws of the United States of America.

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

1.    The statements made in the Pricing Supplement, under the caption "Certain
      U.S. 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 Pricing
Supplement constituting a part of the Registration Statement under the caption
"Validity of Medium-Term 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