Exhibit 5


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



                                                      October 20, 1998



   Valley National Bancorp
   1455 Valley Road
   Wayne, New Jersey  07470

            Re:      Registration Statement on Form S-8
                     of Shares of Common Stock issuable
                     pursuant to options granted under the
                     1996 Stock-Based Incentive Plan

                     We have  examined  the  Registration  Statement on Form S-8
   (the  "Registration  Statement") to be filed by Valley National  Bancorp (the
   "Company") 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 Company,  no par value (the "Shares")  issuable
   pursuant to options  granted under the 1996  Stock-Based  Incentive Plan (the
   "Plan") (formerly a plan of Wayne Bancorp, Inc.).

                     We have also  examined  originals,  or copies  certified or
   otherwise  identified to our  satisfaction,  of the Plan, the  Certificate of
   Incorporation  and  By-laws of the  Company,  as  currently  in  effect,  and
   relevant  resolutions  of the Board of Directors of the Company;  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,  we are of the opinion that,  when
   the Registration Statement has become effective under the Act, and the Shares
   shall have been duly issued in the manner  contemplated  by the  Registration
   Statement (including the Prospectus which is not filed herewith) and the Plan
   and for  consideration  determined in accordance  with the terms of the Plan,
   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 hereby  consent to use of this  opinion as an Exhibit to
   the Registration  Statement.  In giving such consent, we do not thereby admit
   that we come within the category of persons whose  consent is required  under
   Section 7 of the Act,  or the Rules and  Regulations  of the  Securities  and
   Exchange Commission thereunder.

                                           Very truly yours,



                                           PITNEY, HARDIN, KIPP & SZUCH