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              EXHIBIT 5     OPINION OF MULDOON MURPHY AND FAUCETTE LLP





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                   [MULDOON MURPHY & FAUCETTE LLP LETTERHEAD]







                                  July 1, 2002




Board of Directors
Connecticut Bancshares, Inc.
923 Main Street
Manchester, Connecticut 06040

        Re:    Issuance of 843,750 Shares of Common Stock Pursuant to the
               Connecticut Bancshares, Inc. 2002 Equity Compensation Plan

Ladies and Gentlemen:

        We have been  requested  by  Connecticut  Bancshares,  Inc.,  a Delaware
corporation  (the  "Company"),  to issue a legal opinion in connection  with the
registration  (the  "Registration")  of 843,750  shares of the Company's  Common
Stock,  $.01 par value (the "Shares").  The  Registration  covers 843,750 Shares
that may be issued  pursuant to the  Connecticut  Bancshares,  Inc.  2002 Equity
Compensation Plan (the "Plan"),  which awards may consist of options to purchase
shares of Common  Stock or grants of  restricted  stock,  although  no more than
168,750 Shares may be distributed as restricted  stock awards.  The registration
of the Shares is being effected on Form S-8 under the Securities Act of 1933.

        We have made such legal and factual  examinations  and  inquiries  as we
have  deemed  advisable  for the  purpose  of  rendering  this  opinion.  In our
examination,  we have assumed and have not verified (i) the  genuineness  of all
signatures, (ii) the authenticity of all documents submitted to us as originals,
(iii) the  conformity  with the  originals  of all  documents  supplied to us as
copies,  and (iv) the accuracy and  completeness  of all  corporate  records and
documents and of all  certificates and statements of fact, in each case given or
made available to us by the Company or its subsidiary.

        Based on the  foregoing  and limited in all respects to Delaware law, it
is our opinion that the Shares  reserved  for  issuance  under the Plan are duly
authorized  and,  upon  payment  for and  issuance  of the  Shares in the manner
described in the Plan, will be legally issued, fully paid and nonassessable.

        The following  provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give  effect to such  provisions  will not affect the duly  authorized,  validly
issued, fully paid and nonassessable status of the Common Stock:





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Board of Directors
July 1, 2002
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        (a)           Subsections  C.3 and C.6 of Article FOURTH which grant the
                      Board the  authority to construe and apply the  provisions
                      of that Article and subsection C.4 of Article  FOURTH,  to
                      the extent that subsection obligates any person to provide
                      the Board the information  such subsection  authorizes the
                      Board to demand,  in each case to the extent, if any, that
                      a court  applying  Delaware  law were to impose  equitable
                      limitations upon such authority; and

        (b)           Article NINTH which  authorizes  the Board to consider the
                      effect   of  any  offer  to   acquire   the   Company   on
                      constituencies  other than  stockholders in evaluating any
                      such offer.

        This  opinion is rendered to you solely for your  benefit in  connection
with the  issuance of the Shares as  described  above.  This  opinion may not be
relied upon by any other person or for any other  purpose,  and it should not be
quoted  in whole or in part or  otherwise  referred  to or be  furnished  to any
governmental  agency  (other than the  Securities  and  Exchange  Commission  in
connection with the aforementioned  Registration  Statement on Form S-8 in which
this  opinion is  contained)  or any other  person or entity  without  the prior
written consent of this firm.

        We note that, although certain portions of the Registration Statement on
Form S-8 (the financial  statements and  schedules)  have been included  therein
(through  incorporation  by reference) on the authority of "experts"  within the
meaning of the Securities Act, we are not experts with respect to any portion of
the  Registration  Statement,  including  without  limitation,  to the financial
statements  or schedules or the other  financial  information  or data  included
therein.

        We hereby  consent  to the  filing of this  opinion as an exhibit to the
Company's  Registration  Statement on Form S-8, and we consent to the use of the
name of our firm under the heading  "Interests  of Named  Experts  and  Counsel"
therein.


                                            Very truly yours,

                                            /s/ Muldoon Murphy & Faucette LLP

                                            MULDOON MURPHY & FAUCETTE LLP