October 30, 2000




Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07470

Merchants New York Bancorp, Inc.
275 Madison Avenue
New York, New York  10022


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


                  We have represented Valley National Bancorp ("Valley"),  a New
Jersey corporation which is a registered bank holding company in connection with
the  merger of  Merchants  New York  Bancorp.  Inc.  ("Merchants"),  a  Delaware
corporation  and registered  bank holding company into Valley (the "Merger") and
the subsequent  merger of The Merchants  Bank of New York  ("MBNY"),  a New York
state-chartered  commercial bank into Valley  National Bank ("VNB"),  a national
banking association.  The Merger shall be effected pursuant to the provisions of
an Agreement  and Plan of Merger  dated as of  September  5, 2000,  by and among
Valley, VNB, Merchants and MBNY.

                  We have assumed, with your consent, that:

                  (a) the Merger will be effected in accordance  with the Merger
Agreement, and

                  (b) the factual  representations  contained  in the letters of
representation  from Valley and Merchants dated October 30, 2000 will be true at
the Effective Time of the Merger (as defined in the Merger Agreement), provided,
however,  that we did not rely on legal  conclusions,  if any, contained in such
representations.

                  On the basis of the foregoing,  and our  consideration of such
other matters of fact and law as we have deemed necessary or appropriate,  it is
our opinion, under presently applicable federal income tax law, that:

                  1. The Merger will qualify as a "reorganization" under Section
368(a).  (All "Section"  references are to the Internal Revenue Code of 1986, as
amended, unless otherwise noted.)

                  2. No  gain  or  loss  will  be  recognized  by  Merchants  in
connection with the Merger. Sections 361(a) and 1032.

                  3. Merchants  shareholders will not recognize any gain or loss
for federal  income tax  purposes  upon the  exchange in the Merger of shares of
Merchants common stock solely for Valley common stock. Section 354(a).

                  4. The basis of Valley common stock  received in the Merger by
Merchants  shareholders will be the same as the basis of the shares of Merchants
common stock that they surrendered in exchange therefor. Section 358.

                  5. The holding  period of Valley common stock will include the
holding period during which the shares of Merchants common stock  surrendered in
exchange  were  held by the  Merchants  shareholder  provided  those  shares  of
Merchants common stock were held as capital assets. Section 1223.

                  6. Merchants shareholders receiving cash in lieu of fractional
shares of Valley common stock will be treated as if such  fractional  shares had
been received  from Valley and then  subsequently  redeemed by Valley.  The cash
received by the  Merchants  shareholders  in lieu of  fractional  shares will be
treated as having been  received as full payment in exchange for the  fractional
shares  deemed  to have  been  redeemed.  Section  302(a).  Accordingly,  if the
fractional  shares  interest in Valley  common  stock would have  constituted  a
capital asset in the hands of the shareholder, such shareholder should recognize
capital gain or loss in an amount equal to the difference  between the amount of
such cash  received  and the  portion  of the  adjusted  tax basis in the Valley
common stock allocable to the fractional share interest.






                  The tax consequences  described above may not be applicable to
Merchants  shareholders that acquired the common stock of Valley pursuant to the
exercise of an employee stock option or otherwise as compensation, that hold the
Valley common stock as part of a "straddle" or "conversion  transaction" or that
are insurance companies,  securities dealers,  financial institutions or foreign
persons.

                  We hereby  consent to the  reference  to us under the  heading
"THE  PROPOSED  MERGER--Federal  Income  Tax  Consequence"  in the  Joint  Proxy
Statement-Prospectus  pertaining to the Merger and to the filing of this opinion
as an exhibit to the related  Amendment No. 1 to the  Registration  Statement on
Form S-4 filed with the Securities  and Exchange  Commission on the date hereof.
In giving this  consent,  we do not hereby  admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules of the Securities and Exchange Commission thereunder.

                                        Very truly yours,



                                        PITNEY, HARDIN, KIPP & SZUCH LLP