EXHIBIT 5.1


                    [LETTERHEAD OF THACHER PROFFITT & WOOD]





                                                 December 6, 2002


Astoria Financial Corporation
One Astoria Federal Plaza
Lake Success, New York 11042

                     Re: Registration Statement On Form S-4
                         ----------------------------------

Ladies and Gentlemen:


         We have acted as special counsel to Astoria Financial Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company with the Securities and Exchange Commission (the "SEC") of
an exchange offer registration statement (the "Registration Statement") on Form
S-4 under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the issuance of up to $250,000,000 aggregate principal amount of
5.75% Senior Notes due 2012, Series B (the "Exchange Notes"), by the Company
pursuant to the Indenture, dated as of October 16, 2002 (the "Indenture"),
between the Company and Wilmington Trust Company, as Trustee, in exchange for
the Company's previously issued 5.75% Senior Notes due 2012 (the "Original
Notes").

         This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. Capitalized terms
used and not defined herein shall have the respective meanings set forth in the
Registration Statement.

         In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the following:

         (i) Copy of the Certificate of Incorporation of the Company, certified
as of a recent date by the Secretary of State of the State of Delaware;

         (ii) Copy of the Bylaws of the Company, certified by the Secretary of
the Company to be a true, correct and complete copy;

         (iii) Certificate as of a recent date of the Secretary of State of the
State of Delaware certifying as to the good standing of the Company under the
laws of the State of Delaware;

         (iv) Copies, certified by the Secretary of the Company to be true,
correct and complete copies, of the resolutions adopted by the Board of
Directors of the Company on September 18, 2002 and




Astoria Financial Corporation
December 6, 2002                                                         Page 2.


the resolutions adopted on October 8, 2002 and November 18, 2002 by the Pricing
Committee established by the Board of Directors on September 18, 2002;

         (v) Copy of the Registration Statement on Form S-4 filed by the Company
with the SEC on December 6, 2002 under the Securities Act;

         (vi) Form of certificate evidencing the Exchange Notes;

         (vii) Executed copy of the Indenture;

         (viii) Executed copy of the Registration Rights Agreement, dated as of
October 16, 2002, by and among the Company and the initial purchasers named
therein; and

         (ix) Executed copy of the Registration Rights Agreement, dated as of
November 25, 2002, by and between the Company and the initial purchaser named
therein.

         We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such other documents, certificates and
records, and we have examined such matters of law, as we have deemed necessary
or appropriate as a basis for the opinions set forth herein.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, 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. In making our
examination of documents executed by parties other than the Company, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by such
parties of such documents, and the validity and binding effect and
enforceability thereof on such parties. As to any facts material to the opinions
expressed herein which we did not independently establish or verify, we have
relied upon oral or written statements and representations of representatives of
the Company and others and the accuracy of the facts, information, covenants and
representations set forth in the documents listed above. We have assumed the
accuracy of all statements of fact, and we did not independently establish or
verify the facts, information, covenants and representations set forth in the
documents listed above. We have not, except as specifically identified herein,
been retained or engaged to perform and, accordingly have not performed, any
independent review or investigation of any statutes, ordinances, laws,
regulations, agreements, contracts, instruments, corporate records, orders,
writs, judgments, rules or decrees to which the Company may be a party or to
which the Company or any property thereof may be subject or bound.

         Based upon and subject to the limitations, qualifications, exceptions
and assumptions set forth herein, we are of the opinion that the Exchange Notes
have been duly authorized for issuance by the Company pursuant to the Indenture
and, when the Indenture has been qualified under the Trust Indenture Act of
1939, as amended, and when the Exchange Notes are executed, authenticated and
delivered in the manner provided for in the Indenture and as contemplated in the
Registration Statement, the Exchange Notes will constitute valid and binding
obligations of the Company and will entitle the holders thereof to the benefits
of the Indenture, enforceable against the Company in accordance with their
terms, except as rights to indemnity and contribution thereunder may be limited
under applicable law or public policy, and subject to the qualifications that
(i) enforcement thereof may be limited by




Astoria Financial Corporation
December 6, 2002                                                         Page 3.


bankruptcy, insolvency, receivership, reorganization, liquidation, voidable
preference, moratorium or other laws (including the laws of fraudulent
conveyance and transfer) or judicial decisions affecting the enforcement of
creditors' rights generally or the reorganization of financial institutions and
(ii) the enforceability of the Company's obligations thereunder is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and to the effect of certain
laws and judicial decisions upon the availability and enforceability of certain
remedies, including the remedies of specific performance and self-help.

         We are members of the Bar of the State of New York, and we express no
opinion as to the laws of any jurisdiction other than the law of the State of
New York, the corporate law of the State of Delaware and the federal law of the
United States of America, and we do not express any opinion concerning the
application of the "doing business" laws or the securities laws of any
jurisdiction other than the federal securities laws of the United States of
America. We do not express any opinion on any issue not expressly addressed
above.

         We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion letter is rendered for
the benefit of the Company and the holders of the Exchange Notes. Copies of this
opinion letter may not be furnished to any other person, nor may any portion of
this opinion letter be quoted, circulated or referred to in any other document,
without our prior written consent.

         We consent to the filing of this opinion as an Exhibit to the
Registration Statement, and to the reference to our firm under the heading
"Legal Matters" in the prospectus which is part of the Registration Statement.

                                                   Very truly yours,

                                                   /s/ Thacher Proffitt & Wood

                                                   THACHER PROFFITT & WOOD