Exhibit 5.1
[Foley, Hoag & Eliot Letterhead]
December 28, 1995
The Safety Fund Corporation
470 Main Street
Fitchburg, Massachusetts 01420
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by The Safety Fund Corporation, a
Massachusetts corporation (the "Company"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. The S-8 Registration
Statement relates to the proposed offering by the Company of 150,000 shares (the
"Shares") of its Common Stock, $5.00 par value per share ("Common Stock"),
issuable pursuant to the Company's 1994 Incentive and Nonqualified Stock Option
Plan (the "Stock Option Plan").
In arriving at the opinion expressed below, we have examined and relied on
the following documents:
(1) The Articles of Organization and By-Laws of the Company, each as
amended as of the date hereof;
(2) The records of meetings of the Board of Directors and stockholders of
the Company provided to us by the Company; and
(3) The Stock Option Plan.
In addition, we have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinion expressed below.
Based upon the foregoing, it is our opinion that:
1. The Company has corporate power adequate for the issuance of the Shares
in accordance with the S-8 Registration Statement. The Company has taken all
necessary corporate action required to authorize the issuance and sale of the
Shares. When certificates
The Safety Fund Corporation
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for the Shares have been duly executed and counter-signed, and delivered against
due receipt of the exercise price for the Shares as described in the options
relating thereto and the Stock Option Plan, the Shares will be legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the S-8
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT
By:/s/ David W. Walker
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A Partner