Exhibit 5 Opinion of Hogan & Hartson L.L.P. as to the validity of the
securities registered hereunder, including the consent of that
firm.
September 6, 1995
Board of Directors
Webster Financial Corporation
First Federal Bank Building
145 Bank Street
Waterbury, Connecticut 06720
Ladies and Gentlemen:
We are acting as counsel to Webster Financial Corporation (the
"Corporation"), a Delaware corporation, in connection with its registration on
Form S-4, as amended (the "Registration Statement") filed with the Securities
and Exchange Commission relating to the proposed public offering of up to
1,337,618 shares of Common Stock, par value $.01 per share, all of which shares
(the "Shares") are to be issued by the Corporation of Shelton Bancorp, Inc.
("Shelton") in accordance with the terms of the Agreement and Plan of Merger
dated June 20, 1995, as amended (the "Agreement"), between the Corporation,
Webster Acquisition Corp. and Shelton. 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. ss. 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement;
2. An executed copy of the Agreement;
3. The Restated Certificate of Incorporation of the Corporation, with
amendments thereto, as certified by the Secretary of the Corporation on the date
hereof as then being complete, accurate and in effect;
4. The Bylaws of the Corporation, as amended, as certified by the Secretary
of the Corporation on the date hereof as then being complete, accurate and in
effect; and
5. Resolutions of the Board of Directors of the Corporation adopted at
meetings held on June 19, 1995 and July 24, 1995, as certified by the Secretary
of the Corporation on the date hereof as then being complete, accurate and in
effect, relating to, among other things, the issuance of the Shares and
arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. 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 General
Corporation Law of the State of Delaware. We express no opinion herein as to any
other laws, statutes, regulations, or ordinances. Based upon, subject to and
limited by the foregoing, we are of the opinion that following (i) effectiveness
of the Registration Statement, (ii) issuance of the Shares pursuant to the terms
of the Agreement, and (iii) receipt by the Corporation of the consideration for
the Shares specified in the Agreement and resolutions of the Board of Directors,
the Shares will be validly issued, fully paid and nonassessable under the
General Corporation Law of the State of Delaware.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and should not be quoted in whole
or in part or otherwise be referred to, nor filed with or furnished to any
governmental agency or other person or entity, without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the references to this firm under the captions
"The Merger - Certain Federal Income Tax Consequences" and "Legal Matters" in
the joint proxy statement/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.
Very truly yours,
HOGAN & HARTSON L.L.P.