EXHIBIT 5.2
[Letterhead of Morris, James, Hitchens & Williams LLP]
February 6, 2004
Webster Capital Trust IV
Webster Capital Trust V
Webster Capital Trust VI
c/o Webster Financial Corporation
Webster Plaza
145 Bank Street
Waterbury, CT 06702
Re: Webster Capital Trust IV, Webster Capital Trust V and Webster
Capital Trust VI
Ladies and Gentlemen:
We have acted as special Delaware counsel for Webster Capital Trust IV,
a Delaware statutory trust ("Trust IV"), Webster Capital Trust V, a Delaware
statutory trust ("Trust V"), and Webster Capital Trust VI, a Delaware statutory
trust ("Trust VI") (Trust IV, Trust V and Trust VI are hereinafter collectively
referred to as the "Trusts" and sometimes hereinafter individually referred to
as a "Trust"), solely for purposes of giving the opinions set forth herein. This
opinion is being furnished to you at your request.
For purposes of giving the opinions set forth below, our examination of
documents has been limited to the examination of originals or copies furnished
to us of the following:
(a) The Certificate of Trust of Trust IV, as filed in the office
of the Secretary of State of the State of Delaware (the "Secretary of State") on
February 6, 2004;
(b) The Certificate of Trust of Trust V, as filed in the office of
the Secretary of State on February 6, 2004;
(c) The Certificate of Trust of Trust VI, as filed in the office
of the Secretary of State on February 6, 2004;
Webster Capital Trust IV
Webster Capital Trust V
Webster Capital Trust VI
February 6, 2004
Page 2
(d) The Trust Agreement of Trust IV, dated as of February 6, 2004,
between Webster Financial Corporation, a Delaware corporation (the "Company")
and the trustees of Trust IV named therein;
(e) The Trust Agreement of Trust V, dated as of February 6, 2004,
between the Company and the trustees of Trust V named therein;
(f) The Trust Agreement of Trust VI, dated as of February 6, 2004,
between the Company and the trustees of Trust VI named therein;
(g) The Registration Statement on Form S-3, as filed by the
Company and the Trusts with the Securities and Exchange Commission on February
6, 2004 (the "Registration Statement"), including a preliminary prospectus (as
the same may be amended or supplemented from time to time, the "Prospectus"),
relating to, among other things, the Capital Securities of each of the Trusts
representing undivided beneficial interests in the assets of the respective
Trusts (each, a "Capital Security" and collectively, the "Capital Securities");
and
(h) A form of Amended and Restated Trust Agreement for each of the
Trusts (including Exhibits A-1 and A-2 thereto) to be filed with the Securities
and Exchange Commission as an exhibit to the Registration Statement
(collectively, the "Trust Agreements" and individually, a "Trust Agreement").
Unless otherwise defined herein, all capitalized terms used in this
opinion letter shall have the respective meanings provided in the Trust
Agreements, except that reference herein to any document shall mean such
document as in effect on the date hereof.
For purposes of this opinion letter, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (h) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (h) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that bears upon or is
inconsistent with or contrary to the opinions stated herein. We have conducted
no factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
Webster Capital Trust IV
Webster Capital Trust V
Webster Capital Trust VI
February 6, 2004
Page 3
For purposes of this opinion letter, we have assumed (i) that each of
the Trust Agreements will constitute the entire agreement among the parties
thereto with respect to the subject matter thereof, including with respect to
the creation, operation and termination of the applicable Trust, and that the
Trust Agreements will be and the Certificates of Trust are and will be in full
force and effect and will not be amended, (ii) except to the extent provided in
paragraph 1 below, the due creation, due organization or due formation, as the
case may be, and valid existence in good standing of each party to the documents
examined by us under the laws of the jurisdiction governing its creation,
organization or formation, (iii) the legal capacity of each natural person who
is a party to the documents examined by us, (iv) that each of the parties to the
documents examined by us has the power and authority to execute and deliver, and
to perform its obligations under, such documents, (v) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(vi) the receipt by each Person to whom a Capital Security is to be issued by
the respective Trusts (collectively, the "Capital Security Holders") of an
appropriate certificate for such Capital Security and the payment for such
Capital Security acquired by it, all in accordance with the applicable Trust
Agreement and the Registration Statement, and (vii) that the Capital Securities
are issued and sold to the Capital Security Holders in accordance with the
applicable Trust Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
The opinions in this letter are limited to the laws of the State of
Delaware (excluding the securities laws of the State of Delaware), and we have
not considered and express no opinion on the effect of or concerning matters
involving the laws of any other jurisdiction, or rules, regulations, orders and
decisions relating thereto, including, without limitation, the federal laws of
the United States of America.
Based upon the foregoing, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that:
1. Each of the Trusts has been duly formed and is validly
existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del.C.
Sections 3801, et seq.
2. The Capital Securities of each Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the applicable
Trust.
3. The Capital Security Holders, as beneficial owners of the
applicable Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Capital
Security Holders may be obligated to make
Webster Capital Trust IV
Webster Capital Trust V
Webster Capital Trust VI
February 6, 2004
Page 4
payments and provide indemnity and/or security as set forth in the applicable
Trust Agreement.
We consent to the filing of this opinion letter with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, 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 and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion letter may not be furnished or quoted
to, or relied upon by, any other Person or relied upon for any other purpose.
Very truly yours,
/s/ MORRIS, JAMES, HITCHENS & WILLIAMS LLP
RLS/fg