Exhibit 5


               PITNEY, HARDIN, KIPP & SZUCH
                    MAIL P.O. BOX 1945
               MORRISTOWN, NEW JERSEY 07962-1945



                                       December 16, 1994



Valley National Bancorp
1445 Valley Road
Wayne, New Jersey 07474-0558

     Re:  Registration Statement on Form S-8
          for Shares of Common Stock issuable 
          pursuant to options granted under the
          1991 Incentive Stock Option Plan
          and 1983 Incentive Stock Option Plan


          We have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Valley National
Bancorp (the "Corporation") with the Securities and Exchange
Commission in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of shares of
common stock of the Corporation, no par value (the "Shares")
issuable pursuant to options granted under the Corporation's 1991
Incentive Stock Option Plan and 1983 Incentive Stock Option Plan
(the "Plans").

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

          In our examination of such documents and records, we
have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and conformity
with the originals of all documents submitted to us as copies.

          Based on the foregoing, it is our opinion that when, as
and if the Registration Statement shall have become effective
pursuant to the provisions of the Act, and the Shares shall have
been duly issued and delivered in the manner contemplated by the
Registration Statement, including the Prospectus relating to the
Shares (the "Prospectus"), the Shares will be legally issued,
fully paid and non-assessable.

          The foregoing opinion is limited to the federal laws of
the United States and the laws of the State of New Jersey, and we
are expressing no opinion as to the effect of the laws of any
other jurisdiction.

          We consent to use of this opinion as an Exhibit to the
Registration Statement.
                                  Very truly yours,

                              /s/ PITNEY, HARDIN, KIPP & SZUCH