Exhibit 5.1
June 21, 2021
Independent Bank Corp.
288 Union Street
Rockland, Massachusetts 02370
Re: | Registration Statement on Form S-4 |
Ladies and Gentlemen:
This opinion is issued in connection with the Registration Statement on Form S-4 (File No. 333-256810) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 15,491,143 shares of Common Stock, $0.01 par value per share (the “Shares”), of Independent Bank Corp., a Massachusetts corporation (the “Company”).
The Shares are to be issued by the Company pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 22, 2021, by and among the Company, Rockland Trust Company, Bradford Merger Sub, Meridian Bancorp, Inc. and East Boston Savings Bank, which has been filed as Annex A to the Joint Proxy Statement/Prospectus forming part of the Registration Statement.
As Deputy General Counsel and Corporate Secretary of the Company, I have examined signed copies of the Registration Statement as filed with the Commission. I have also examined and relied upon the Merger Agreement, minutes of meetings of the Board of Directors of the Company, the Articles of Organization and By-Laws of the Company, each as restated and/or amended to date, and other documents relating to the Company that I have considered necessary or appropriate for purposes of this opinion.
In making such examination and rendering the opinions set forth below, I have assumed (i) the genuineness and authenticity of all signatures on original documents, (ii) the authenticity of all documents submitted to me as originals, and (iii) the conformity to the originals of all documents submitted to me as certified, telecopied, or reproduced copies and the authenticity of all originals of such documents.
I am admitted to practice law in the Commonwealth of Massachusetts and do not purport to express any opinion on any laws other than the laws of the Commonwealth of Massachusetts and the federal securities laws of the United States of America. This opinion speaks as of today’s date and is limited to statutes, regulations, and judicial interpretations in force as of today’s date.
Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued in accordance with the terms and conditions of the Merger Agreement, the Shares will be validly issued, fully paid and nonassessable.