EXHIBIT 5(a)

                 [CADWALADER, WICKERSHAM & TAFT LLP LETTERHEAD]




January 25, 2007

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 January 18, 2007 (the "Prospectus Supplement"), to
the Prospectus, dated August 16, 2006 (the "Prospectus"), relating to
$1,250,000,000 principal amount of the Company's 5.35% Global Notes due February
1, 2012 (the "Fixed Rate Notes") and $1,000,000,000 principal amount of the
Company's Floating Rate Global Notes due February 1, 2012 (the "Floating Rate
Notes", and collectively with the Fixed Rate Notes, the "Notes"). The Prospectus
is included in the Registration Statement on Form S-3 (Registration No.
333-136666) filed by the Company with the Securities and Exchange Commission
filed on August 16, 2006 being hereinafter called the "Registration Statement"),
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
The Bank of New York, 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

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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 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 that
      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.

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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