Exhibit 99.1
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June 11, 2008
Board of Directors
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
Ladies and Gentlemen:
We are acting as counsel to Webster Financial Corporation, a Delaware corporation (the “Company”), in connection with its registration statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) relating to the public offering of the securities of the Company that may be offered and sold by the Company from time to time and on a delayed or continuous basis as set forth in the prospectus dated April 1, 2004 (the “Prospectus”), and as may be set forth from time to time in one or more supplements to the Prospectus. This opinion letter is delivered in connection with the proposed public offering (the “Offering”) of up to 250,000 shares of 8.50% Series A Non-Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock”), as described in a prospectus supplement dated June 5, 2008 constituting a part of the Registration Statement (the “Prospectus Supplement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 228.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
Board of Directors
Webster Financial Corporation
June 11, 2008
Page 2
Based upon, subject to and limited by the foregoing, we are of the opinion that:
(1) Following (i) the issuance of the Preferred Stock pursuant to the terms of the Underwriting Agreement and (ii) the receipt by the Company of the consideration for the Preferred Stock specified in the resolutions of the Board of Directors and the Pricing Committee of the Board of Directors, the Preferred Stock will be validly issued, fully paid and nonassessable.
(2) The shares of common stock, par value $0.01 per share, of the Company, duly issued upon the conversion of the Preferred Stock, upon due execution and delivery on behalf of the Company of certificates therefor, will be validly issued, fully paid and nonassessable.
This opinion letter has been prepared for your use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act of 1933, as amended.
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| Very truly yours, |
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/s/ Hogan & Hartson LLP HOGAN & HARTSON LLP |
