Exhibit 8.2
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FRIED, FRANK, HARRIS SHRIVER & JACOBSON
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004-1980
DS Bancor, Inc.
33 Elizabeth Street
Derby, Connecticut 06418
RE: U.S. FEDERAL INCOME TAX OPINION
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Dear Sirs:
You have requested our opinion as to whether the proposed merger (the
"Merger") of Webster Acquisition Corp. ("Merger Sub") into DS Bancor, Inc. ("DS
Bancor"), either alone or in conjunction with the subsequent merger (the
"Subsidiary Merger") of DS Bancor into Webster Financial Corporation
("Webster"), will be treated for federal income tax purposes as a reorganization
within the meaning of Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code"). You have also requested our opinion as to whether the
proposed merger (the "Bank Merger") of Derby Savings Bank ("Derby") into Webster
Bank ("Webster Bank"), which will occur immediately after the Subsidiary Merger,
will be treated for federal income tax purposes as a reorganization within the
meaning of Section 368 of the Code.
In reaching the opinions expressed below, we have reviewed and relied
upon the following (collectively, the "Documents"): (i) the Agreement and Plan
of Merger, dated October 7, 1996, among Webster, Merger Sub, and DS Bancor; (ii)
the Bank Merger Agreement, dated [ ], between Webster Bank and Derby;
(iii) the Stockholder Agreement, dated October 7, 1996, among Webster and 13
officers and directors of DS Bancor and Derby; (iv) the Joint Proxy
Statement/Prospectus of DS Bancor and Webster, dated [ ]; (v) the Officers'
Certificates, dated as of the date hereof, executed by officers of DS Bancor and
Webster; and (vi) such other materials and information as we have deemed
appropriate.
The opinions expressed below are based upon existing laws,
regulations, Internal Revenue Service positions, and judicial decisions, any of
which may be changed at any time with retroactive effect. We assume no
obligation to modify or supplement our opinions if, after the date hereof, any
such laws, regulations, positions, or decisions change or we become aware of any
facts that might change our opinions.
Based upon and subject to the foregoing, and assuming that the Merger,
the Subsidiary Merger, and the Bank Merger occur in accordance with all the
terms of, and as described in, the Documents, it is our opinion that:
1. The Merger, either alone or in conjunction with the Subsidiary
Merger, will be treated for federal income tax purposes as a
reorganization within the meaning of Section 368 of the Code.
2. The Bank Merger will be treated for federal income tax purposes
as a reorganization within the meaning of Section 368 of the
Code.
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DS Bancor, Inc.
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The opinions expressed herein are solely for the benefit of DS Bancor and
the holders of outstanding DS Bancor common stock and may not be relied upon in
any manner or for any purpose by any other person or entity, or quoted in whole
or in part, without our prior written consent.
Very truly yours,
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