EXHIBIT 5

                                                     March 30, 2009

Cornerstone Financial Corporation
6000 Midlantic Drive
Mt. Laurel, New Jersey 08054


Re:      Cornerstone Financial Corporation
         Registration Statement on Form S-8

Dear Sirs:

         We have acted as counsel for Cornerstone Financial Corporation, a New
Jersey corporation (the "Company"), in connection with the Registration
Statement on Form S-8 being filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, relating
to an aggregate of 77,382 shares of Common Stock, no par value per share, of the
Company (the "Shares") to be issued by the Company pursuant to the Company's
2000 Stock Option Plan A and 2000 Stock Option Plan B to employees, officers,
directors, consultants and advisors of the Company, the form of which is
attached as an exhibit to the Registration Statement (collectively, the
"Plans").

         In so acting, we have examined, and relied as to matters of fact upon,
the originals, or copies certified or otherwise identified to our satisfaction,
of the Certificate of Incorporation and Bylaws of the Company, the Plans, and
such other certificates, records instruments and documents, and have made such
other and further investigations, as we have deemed necessary or appropriate to
enable us to express the opinion set forth below. In such examination, we have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such latter
documents.

         Based upon the foregoing, we are of the opinion that upon issuance and
delivery by the Company of the Shares pursuant to the Plans, and, if applicable,
the payment of the exercise price of any options awarded thereunder and in
accordance with the terms of the Plans, in cash or other consideration under
Section 14A:7-7 of the New Jersey Business Corporation Act (the "Act"), the
Shares issued will be legally issued, fully paid and non-assessable.

         The issuance of the Shares is subject to the continuing effectiveness
of the Registration Statement and the qualification, or exemption from
registration, of such Shares under certain state securities laws.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in 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 promulgated thereunder.


                                        Very truly yours,


                                        /s/ WINDELS MARX LANE & MITTENDORF, LLP