Exhibit 8(a)


                 [CADWALADER, WICKERSHAM & TAFT LLP LETTERHEAD]


March 31, 2005



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

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 March 28, 2005 (the "Pricing Supplement"), to the Prospectus
Supplement, dated February 2, 2005 (the "Prospectus Supplement") and the
Prospectus, dated February 2, 2005 (the "Prospectus"), relating to $2,771,000
principal amount of Medium-Term Notes, Series B, Principal Protected 2.00%
Coupon Notes Linked to the S&P 500(R) Index Due September 30, 2010 (the
"Notes"). The Prospectus, Prospectus Supplement and Pricing Supplement are
included in the Registration Statement on Form S-3 (Registration No. 333-121744)
(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,
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, N.A. (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 matters of fact relevant to
the opinions expressed herein, we have relied upon, and assumed the accuracy of,
the representations and warranties in certificates and oral or written
statements and other information obtained from the Company, and the other
parties to the transaction referenced herein, and 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
federal laws of the United States of America.

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

The statements made in the Pricing 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 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