May 27, 1998 
 
 
 
 
Westbank Corporation 
225 Park Avenue 
West Springfield, MA 01090-0149 
 
Re:	Registration Statement on Form S-8 
 
Ladies and Gentlemen: 
 
	In connection with the registration on Form S-8 under the
Securities Act of 1933, as amended (the "Securities Act"), of
125,000 shares (the "Shares") of common stock, par value $2.00 per
share of Westbank Corporation (the "Company") reserved for issuance
pursuant to the 1995 Directors' Stock Option Plan (the "Plan"), we
have examined such corporate documents and records of the Company,
such other instruments and certificates of public officials,
officers and representatives of the Company and other persons, and
such questions of law as we have deemed necessary or appropriate in
order to render the opinion set forth herein.
 
	In such examination, we have assumed 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 copies and the authenticity of the originals of
such copies.
 
	As to questions of fact material to our opinion expressed below
that we did not independently establish, we have relied upon
certifications of the Company or its officers.
 

 
Westbank Corporation 
May 27, 1998 
Page 2 
 
 
 
	Based upon and subject to the foregoing, we are of the opinion
that when the Registration Statement on Form S-8 relating to the
Shares (the "Registration Statement") shall have become effective
under the Securities Act and any Shares shall have been duly issued
and paid for in accordance with the terms of the Plan, such Shares
will be legally issued, fully paid and nonassessable.

	The foregoing opinion is limited to the Federal laws of the
United States and the corporation laws of the Commonwealth of
Massachusetts.  We are expressing no opinion as to the effect of the
laws of any other jurisdiction.
 
	We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and any amendments thereto.  In giving
such consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities
Act.
 
                                  	 Very truly yours, 
 
			                         /s/DOHERTY, WALLACE, PILLSBURY 
			                         AND MURPHY, P.C.