Exhibit 5

May 3, 2000

The Board of Directors
First Litchfield Financial Corporation
13 North Street
Litchfield, CT 06759

Re:  Registration Statement on Form S-8/S-3

Ladies and Gentlemen:

You have requested our opinion in connection with the Registration  Statement on
Form S-8/S-3 (the "Registration  Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), on
behalf of First Litchfield  Financial  Corporation,  a Delaware corporation (the
"Company"),  relating to (1) 43,287 shares of the Company's  Common Stock,  $.01
par value per share, previously issued by the Company to the Company's executive
officers and directors pursuant to two of the Company's stock option plans [(the
"1990 Stock Option Plan for the Company's President and Chief Executive Officer,
as amended"  (the "1990  Plan") and the "1994 Stock Option Plan for Officers and
Outside Directors" (the "1994 Plan")] (the "Previously Issued Shares");  and the
potential  reoffer and resale of such shares by the Company's current and former
executive officers,  directors and their transferees,  the selling  shareholders
listed  therein,  and (2) with  respect to the  issuance by the Company of up to
102,018  shares  of  Common  Stock to be  issued  under  the  1994  Plan and the
potential reoffer and resale of such shares by the selling  shareholders  listed
therein.  As counsel for the Company,  we have examined such corporate  records,
other  documents,  and such questions of law as we have considered  necessary or
appropriate  for the purposes of rendering  this opinion.  We express no opinion
herein as to any laws other than General  Corporate Law of the State of Delaware
and the Federal Laws of the United States.

In our  examination  described in the preceding  paragraph,  we have assumed the
genuineness of all signatures, the authority of all documents submitted to us as
originals,  the  conformity  to the  corresponding  originals  of all  documents
submitted to us as copies, the authenticity of the originals of such copies, and
the accuracy and  completeness of all corporate  records made available to us by
the Company.








Based upon and subject to the forgoing,  we advise you that, in our opinion, all
necessary corporate proceedings by the Company have been duly taken to authorize
the issuance of the shares to the selling shareholders pursuant to the 1990 Plan
and the 1994 Plan of the Previously Issued Shares and that said shares have been
duly authorized,  validly issued,  fully paid and  non-assessable,  and that the
shares to be issued  pursuant  to the 1994 Plan,  when issued and paid for under
the 1994  Plan in  accordance  with the  terms  of the 1994  Plan,  will be duly
authorized, fully paid and non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration Statement and to the reference of our firm under the heading "Legal
Matters" therein.  In giving such consent,  we do not thereby admit that we come
within the category of persons whose consent is required  under Section 7 of the
Securities  Act of  1933,  as  amended,  or the  rules  and  regulations  of the
Securities  Exchange  Commission  promulgated  hereunder.  This opinion is being
furnished to you solely for the forgoing use and, other then in connection  with
such use, is not to be  disseminated,  reproduced or published in any form, used
for any other  purpose or relied upon by any other person or entity  without our
prior written consent.

                                    Sincerely,

                                    /s/ Cranmore, FitzGerald & Meaney
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                                    CRANMORE, FITZGERALD & MEANEY