Exhibit 5.1
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Troutman Sanders LLP 401 9th Street, NW Suite 1000 Washington, DC 20004 troutman.com | |  |
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June 18, 2020
Board of Directors
Webster Financial Corporation
145 Bank Street
Waterbury, Connecticut 006702
Re: Registration Statement on FormS-8 – Webster Bank Retirement Savings Plan
Ladies and Gentlemen:
We are acting as counsel to Webster Financial Corporation, a Delaware corporation (the “Corporation”), in connection with its registration statement on FormS-8 (the “RegistrationStatement”), filed as of the date hereof with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), to register an aggregate of 750,000 shares of voting common stock of the Corporation, par value $0.01 per share (the “Shares”), which shares may be issued by the Corporation pursuant to the Webster Bank Retirement Savings Plan (the “Plan”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of RegulationS-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements and instruments of the Corporation, statements and certificates of public officials and officers of the Corporation, and such other documents, records and instruments, and we have made such legal and factual inquiries as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates and statements of appropriate representatives of the Corporation.
In connection herewith, we have assumed that all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.
This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. 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. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.
