Exhibit 5(a)

                [Letterhead of Cadwalader, Wickersham & Taft LLP]



March 25, 2004

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 March 18, 2004 (the "Prospectus Supplement"), to
the Prospectus, dated November 17, 2003 (the "Prospectus"), relating to
$750,000,000 principal amount of 3.25% Global Notes due 2009 (the "Notes"). The
Prospectus and Prospectus Supplement are included in the Registration Statement
on Form S-3 (Registration No. 333-109793) (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 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 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, 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 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, and, with respect to
our opinion in paragraph 1 below, the General Corporation Law of the State of
Delaware. 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 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 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, including this exhibit.


Very truly yours,

/s/ Cadwalader, Wickersham &Taft LLP