forms3_2008exh5.htm

We have acted as special counsel for State Bancorp, Inc., a New York corporation (the “Corporation”), in connection with the Corporation’s Amended and Restated Dividend Reinvestment and Stock Purchase Plan No. 2 (the “Plan”) and the preparation and filing by the Corporation with the Securities and Exchange Commission of a post-effective amendment to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Registration Statement”), in connection with the issuance, on or after the date hereof of up to 101,288 shares of its common stock, par value $5.00 per share (the “Shares”), pursuant to the Plan. The Corporation had originally registered 1,000,000 shares of the Corporation’s common stock, par value $5.00 per share, pursuant to an amended registration statement on Form S-3/A on June 30, 2000 in connection with the Dividend Reinvestment and Stock Purchase Plan No. 2 (SEC File No. 333-40424). In rendering the opinion set forth below, we do not express any opinion concerning law other than the federal law of the United States and the corporate law of the State of New York.

We have examined originals or copies, certified or otherwise identified, of such documents, corporate records and other instruments, and we have examined such matters of law, as we have deemed necessary or advisable for purposes of this opinion. As to matters of fact, we have examined and relied upon the Plan described above and, where we have deemed appropriate, representations or certificates of officers of the Corporation or public officials. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to the originals of all documents submitted to us as copies.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued as contemplated in the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable.

In rendering the opinion set forth above, we have not passed upon and do not purport to pass upon the application of “doing business” or securities or “blue-sky” laws of any jurisdiction (except federal securities law).

This opinion is given solely for the benefit of the Corporation and purchasers of shares under the Plan, and no other person or entity is entitled to rely hereon without our express written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our Firm’s name therein.