EXHIBIT
5




March 2,
2009









Re:
            Stewardship
      Financial CorporationRegistration
      Statement on Form S-3







Stewardship
Financial Corporation


630
Godwin Avenue


Midland
Park, New Jersey  07432





Dear
Sirs:




We have acted as counsel to Stewardship
Financial Corporation, a New Jersey corporation (the “Company”), in connection
with the registration statement on Form S-3 (the “Registration Statement”) being
filed by the Company with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”),
relating to (i) a ten-year warrant dated January 30, 2009 (the “Warrant”) to
purchase 127,119 shares of the Company’s Common Stock, no par value, and (ii)
127,119 shares of the Company’s Common Stock, no par value, issuable upon the
exercise of the Warrant (the “Common Stock”).  The Warrant, together
with 10,000 shares of the Company’s Fixed Rate Cumulative Perpetual Preferred
Stock, Series A having a per share liquidation preference of $1,000, were issued
by the Company to the United States Department of the Treasury on January 30,
2009 pursuant to that certain Letter Agreement, dated as of January 30, 2009,
between the Company and Treasury (including the schedules thereto and the
Securities Purchase Agreement - Standard Terms attached as Exhibit A thereto,
the “Purchase Agreement”), under the Treasury’s Troubled Asset Relief Program
Capital Purchase Program.




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 Registration Statement, the
certificate of incorporation and by-laws of the Company as currently in effect,
the Warrant, and such other records, instruments, agreements, and certificates
of public officials and of officers of the Company, and have made such other and
further investigations, as we have deemed necessary or appropriate to enable us
to express the opinions 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:


















1.           the
Warrant has been duly authorized and constitutes a valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms;
and




2.           the
Common Stock has been duly authorized and upon issuance in connection with the
exercise of the Warrant in accordance with the terms thereof, including payment
to the Company of the exercise price for such shares in full, such Common Stock
will be validly issued, fully paid and non-assessable.




Our opinions are limited to the matters
expressly set forth in this letter and no opinion is to be implied or may be
inferred beyond the matters expressly so stated.  The opinions
expressed herein are limited to the federal laws of the United States and the
laws of the State of New Jersey.  We express no opinion as to the
effect of the law of any other jurisdiction.  The opinions set forth
herein are made as of the date hereof and are subject to and limited by future
changes in the factual matters set forth herein and we undertake no duty to
advise you of same.  The opinions set forth herein are based upon the
law in effect (and published or otherwise generally available) on the date
hereof, and we assume no obligation to supplement such opinions should such law
be changed by legislative action, judicial action or otherwise.




We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement.  In giving such
consent, 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 promulgated thereunder.




Very
      truly yours,/s/
      McCarter & English, LLPMcCARTER
      & ENGLISH, LLP