FORM OF LEGAL OPINION OF PITNEY, HARDIN, KIPP & SZUCH LLP


                                                                _______, 2000

Valley National Bancorp
1455 Valley Road
Wayne, New Jersey  07474-0558

         Re:      Merger of Valley National Bancorp and
                  Merchants New York Bancorp, Inc.
                  --------------------------------------


         We have acted as  counsel  to Valley  National  Bancorp  ("Valley")  in
connection  with its  proposed  issuance of its no par value  common  stock (the
"Common  Stock"),  pursuant to the  Agreement  and Plan of Merger among  Valley,
Valley National Bank, Merchants New York Bancorp, Inc. and The Merchants Bank of
New York dated as of  September 5, 2000.  The Common  Stock is being  registered
pursuant to a Registration Statement on Form S-4 (the "Registration  Statement")
being filed with the Securities and Exchange Commission on the date hereof.

         We have examined originals, or copies certified or otherwise identified
to our  satisfaction,  of the Certificate of Incorporation and By-laws of Valley
currently in effect,  relevant  resolutions of the Board of Directors of Valley,
and such other documents as we deemed  necessary in order to express the opinion
hereinafter set forth.

         Based on the foregoing and assuming that the Registration Statement has
been declared effective under the Securities Act of 1933, as amended,  we are of
the  opinion  that  when  issued as  described  in the  Registration  Statement,
including the Prospectus  relating to the Common Stock (the  "Prospectus"),  the
Common Stock will be legally issued, fully paid and non-assessable.

         We  consent to use of this  opinion  as an Exhibit to the  Registration
Statement and to the reference to this firm under the heading "Legal Opinion" in
the Prospectus.



                                         Very truly yours,