EXHIBIT 5(a)


                [LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT LLP]


April 29, 2005

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 April 26, 2005 (the "Prospectus Supplement"), to
the Prospectus, dated February 2, 2005 (the "Prospectus"), relating to
$1,250,000,000 principal amount of Floating Rate Global Notes due 2008 (the
"Notes"). The Prospectus and Prospectus 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 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, N.A. (formerly, The Chase Manhattan Bank), as Trustee,
filed as an exhibit to the Registration Statement, (c) the form of Note
incorporated by reference 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




The Bear Stearns Companies Inc.        -2-                        April 29, 2005


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 certificates and oral or
written statements and other information obtained from the Company, 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
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 or affecting 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, and 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. Further, there can be
      no assurance that the Internal Revenue Service will not take a contrary
      position.



The Bear Stearns Companies Inc.        -3-                        April 29, 2005

We disclaim any obligation to update this letter for changes in fact or law, or
otherwise.

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