October 12, 2000



  Haven Bancorp, Inc.
  615 Merrick Avenue
  Westbury, New York 11590

                       Merger of Haven Bancorp, Inc.
                       into Queens County Bancorp, Inc.
                       --------------------------------

  Ladies and Gentlemen

       You have requested our opinion regarding certain federal income tax
  consequences of the

  merger (the "Merger") of Haven Bancorp, Inc. ("Haven"), a Delaware corporation
  and sole shareholder of CFS Bank ("CFS Bank"), with and into Queens County
  Bancorp, Inc. ("Queens"), a Delaware corporation and sole shareholder of
  Queens County Savings Bank ("Queens Bank").  The Merger will be effected
  pursuant to the Agreement and Plan of Merger, dated as of June 27, 2000, by
  and between Queens and Haven (the "Agreement").  The Merger and related
  transactions are described in the Joint Proxy Statement-Prospectus (the "Proxy
  Statement") included in Queens' Registration Statement on Form S-4 filed with
  the Securities and Exchange Commission in connection with the Merger (the
  "Registration Statement").  All capitalized terms used but not defined in this
  letter shall have the meanings set forth in the Agreement or in the Proxy
  Statement.

       In connection with the opinion expressed below, we have examined and
  relied on originals, or copies certified or otherwise identified to our
  satisfaction, of the Agreement and of such corporate records of Haven and
  Queens as we have deemed appropriate.  We have also relied, without
  independent verification, upon the October  11, 2000 letter of Haven and the
  October 11, 2000 letter of Queens to Thacher Proffitt & Wood containing
  certain tax representations.  We have assumed the absence of changes at the
  Effective Time of facts existing on the date of the filing of the Registration
  Statement, that the parties will act, and that the Merger will be effected, in
  accordance with the Agreement, and that the representations made by Haven and
  Queens  in the foregoing letters are true, correct and complete, and will be
  true, correct and complete at the Effective Time, without regard to any
  qualification as to knowledge or belief.  In addition, we have made such
  investigations of law as we have deemed appropriate to form a basis for the
  opinions expressed below.


Haven Bancorp, Inc.     Page 2


       Based on and subject to the foregoing, and subject to the assumptions and
  qualifications set forth in the Registration Statement, the opinion set forth
  under "Material Federal Income Tax Consequences of the Merger" in the
  Registration Statement is our opinion.

       Except as set forth above, we express no opinion to any party as to the
  tax consequences, whether federal, state, local or foreign, of the Merger or
  of any transaction related thereto or contemplated by the Agreement.  This
  opinion is given solely for the benefit of Haven and its stockholders, and may
  not be relied upon by any other party or entity or otherwise referred to in
  any document without our express written consent.  We consent to the filing of
  this opinion as an exhibit to the Registration Statement and to the reference
  thereto under the headings "Material Federal Income Tax Consequences of the
  Merger."



                                        Very truly yours,

                                        Thacher Proffitt & Wood

                                        By: Crocker Mason