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Exhibit 5.1
Patterson, Belknap, Webb & Tyler LLP
1133 Avenue of the Americas
New York, NY 10036-6710
212-336-2000
Fax 212-336-2222
Christopher C. Angell Robert W. Lehrburger Of Counsel
Douglas E. Barzelay Jeffrey I.D. Lewis
Susan F. Bloom Robert P. LoBue Harold R. Tyler, Jr.
Henry P. Bubel Ellen M. Martin
William F. Cavanaugh, Jr. Maureen W. McCarthy
Lisa E. Clearly Thomas C. Morrison Robert J. Egan
Edward F. Cox Bernard F. O'Hare Robert H. M. Ferguson
John Delli Venneri Gloria C. Phares George S. Frazza
John M. DiMatteo Thomas W. Pippert Robert M. Pennoyer
Gregory L. Diskant Dennis W. Russo Robert B. Shea
David F. Dobbins Peter J. Schaeffer Evelyn M. Sommer
David W. Dykhouse Andrew D. Schau Ira T. Wender, P.C.
Philip R. Forlenza John E. Schmeltzer, III
Eugene M. Gelernter John P. Schmitt
Alan Gettner Stephen W. Schwarz
David M. Glaser Arthur D. Sederbaum Writer's direct line
Antonia M. Grumbach Karl E. Seib, Jr.
Dana W. Hiscock Saul B. Shapiro
Scott Horton Richard R. Upton
Karen C. Hunter Frederick B. Warder III
Rochelle Korman William W. Weisner
Robin Krause John D. Winter
Jeffrey E. LaGueux Stephen P. Younger
Kim J. Landsman Steven A. Zalesin -
January 25, 2001
Dime Bancorp, Inc.
589 Fifth Avenue
New York, New York 10017
Dear Sirs:
We have acted as counsel to Dime Bancorp, Inc., a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company under the Securities Act of 1933, as amended (the "Act"), of 1,314,000
shares (the "Shares") of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), pursuant to the Company's Registration Statement on Form
S-8 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") on the date hereof.
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In rendering this opinion we have examined the Company's
Certificate of Incorporation and Bylaws, each as amended to date, and the
minutes of the corporate proceedings taken by the Company in connection with the
authorization of the Shares. We have also examined the originals, or copies
certified or otherwise identified to us, of the corporate records of the
Company, certificates of public officials and representatives of the Company,
and such other documents and records, and have made such investigations of law,
as we have deemed necessary for purposes of this opinion. We have assumed the
genuineness of all signatures, the conformity to the original of all copies and
the factual accuracy of all certificates submitted to us.
On the basis of the foregoing, we are of the opinion that the
Shares have been duly authorized by all necessary corporate action on the part
of the Company and when sold and delivered as contemplated by the Registration
Statement will constitute duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock.
We express no opinion as to laws other than the corporate laws of
the State of Delaware and the laws of the United States of America.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. In furnishing this opinion and
giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Act, or the rules and
regulations of the Commission thereunder.
PATTERSON, BELKNAP, WEBB & TYLER LLP
By: /s/ Jeffrey E. LaGueux
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A Member of the Firm