Exhibit 8

                     OPINION OF PITNEY, HARDIN, KIPP & SZUCH
                      AS TO FEDERAL INCOME TAX CONSEQUENCES


                                                                  July 15, 1998


Valley National Bancorp
1455 Valley Road
Wayne, NJ  07474-0558

Wayne Bancorp, Inc.
1195 Hamburg Turnpike
Wayne, NJ  07474

Dear Ladies and Gentlemen:

                  We  have  acted  as  counsel  for  Valley   National   Bancorp
("Valley"),  a New Jersey  corporation and registered bank holding  company,  in
connection  with the  planned  merger  (the  "Merger")  of Wayne  Bancorp,  Inc.
("Wayne"),  a Delaware  corporation  and  registered  unitary  savings  and loan
holding company,  with and into Valley,  pursuant to that certain  Agreement and
Plan of Merger (the "Agreement"), dated as of May 29, 1998, by and among Valley,
Valley National Bank, a national banking association  ("VNB"),  Wayne, and Wayne
Savings  Bank,  F.S.B.,  a  federally-chartered  savings  bank and  wholly-owned
subsidiary of Wayne (the "Bank").

                  Capitalized  terms used but not defined  herein shall have the
meanings specified in the Proxy Statement-Prospectus pertaining to the Merger.

                  We have assumed with your consent that:

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

                  (b)  the   representations   contained   in  the   letters  of
representation  from  Valley and Wayne to us dated July 14, 1998 will be true at
the Effective Time.

                  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 the Merger
will constitute a reorganization  under Section 368 of the Internal Revenue Code
of 1986, as amended (the "Code"), and that:

                  (i) no gain or loss will be recognized  for federal income tax
purposes by Valley or Wayne in connection with the Merger;

                  (ii) no gain or loss will be recognized for federal income tax
purposes  by Wayne  stockholders  upon the  exchange  in the Merger of shares of
Wayne Common Stock solely for Valley  Common Stock  (except with respect to cash
received in lieu of a fractional share interest in Valley Common Stock);

                  (iii) the basis of Valley Common Stock  received in the Merger
by Wayne  stockholders  (including the basis of any fractional share interest in
stock)  will be the  same as the  basis of the  shares  of  Wayne  Common  Stock
surrendered in exchange therefor;

                  (iv) the holding period of Valley Common Stock received in the
Merger by Wayne  stockholders  (including  the holding  period of any fractional
share interest in stock) will include the holding period during which the shares
of Wayne Common Stock  surrendered  in exchange  therefor were held by the Wayne
stockholder,  provided  such shares of Wayne  Common  Stock were held as capital
assets; and

                  (v) cash received by a holder of Wayne Common Stock in lieu of
a fractional  share  interest in Valley Common Stock will be treated as received
in exchange for such  fractional  share  interest and,  provided the  fractional
share would have  constituted a capital  asset in the hands of such holder,  the
holder  should in general  recognize  capital gain or loss in an amount equal to
the  difference  between  the  amount of cash  received  and the  portion of the
adjusted tax basis in the Wayne Common Stock  allocable to the fractional  share
interest.

         The tax  consequences  described  above may not be  applicable to Wayne
stockholders  that  acquired  the stock of Wayne  pursuant to the exercise of an
employee  stock option or right or otherwise  as  compensation,  that hold Wayne
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   Consequences"  in  the  Proxy
Statement-Prospectus  pertaining to the Merger and to the filing of this opinion
as an exhibit to the related  Registration  Statement on Form S-4 filed with the
Securities  and Exchange  Commission.  In giving this consent,  we do not hereby
admit that we are within the category of persons whose consent is required under
Section  7 of  the  Securities  Act of  1933,  as  amended,  or  the  rules  and
regulations of the Securities and Exchange Commission thereunder.


                                                    Very truly yours,



                                                    PITNEY, HARDIN, KIPP & SZUCH