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                                                                     EXHIBIT 5.1


                      [PATTERSON, BELKNAP, WEBB & TYLER LLP
                                   LETTERHEAD]



                               October_____, 1999



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 250,000
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.

           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,


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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
                                               -----------------------------
                                                A Member of the Firm