EXHIBIT 8(a)


               [Letterhead of Cadwalader, Wickersham & Taft LLP]


January 25, 2006

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 January 20, 2006 (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 $8,750,000
principal amount of Medium-Term Notes, Series B, Principal Protected Notes,
Linked to the Decline, if any, in the Value of the Japanese Yen Against the
United States Dollar, Due July 25, 2007 (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




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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 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 letter as an exhibit to the Registration
Statement without admitting that we are "experts" within the meaning of the
Securities




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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