March 17, 1999



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

Ramapo Financial Corporation
64 Mountain View Boulevard
Wayne, New Jersey 07470

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  Ramapo   Financial
Corporation  ("Ramapo"),  a New Jersey  corporation  and registered bank holding
company,  with and into Valley,  pursuant to that certain  Agreement and Plan of
Merger (the  "Agreement"),  dated as of December 17, 1998,  by and among Valley,
Valley National Bank, a national banking  association  ("VNB"),  Ramapo, and The
Ramapo Bank, a New Jersey-chartered commercial bank (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 Ramapo to us dated March 16, 1999 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 Ramapo in connection with the Merger;

                  (ii) no gain or loss will be recognized for federal income tax
purposes  by Ramapo  stockholders  upon the  exchange in the Merger of shares of
Ramapo  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 Ramapo stockholders  (including the basis of any fractional share interest in
stock)  will be the same as the  basis of the  shares  of  Ramapo  Common  Stock
surrendered in exchange therefor;

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

                  (v) cash  received by a holder of Ramapo  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 Ramapo  Common Stock  allocable to the  fractional
share interest.

                  The tax consequences  described above may not be applicable to
Ramapo  stockholders  that acquired the stock of Ramapo pursuant to the exercise
of an employee  stock option or right or otherwise  as  compensation,  that hold
Ramapo 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