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EXHIBIT 5.1
COUNSELLORS AT LAW
HUTCHINS, WHEELER & DITTMAR
A PROFESSIONAL CORPORATION
101 FEDERAL STREET, BOSTON, MASSACHUSETTS 02110
TELEPHONE: 617-951-6600 FACSIMILE: 617-951-1295
July 15, 1998
Litchfield Financial Corporation
430 Main Street
Williamstown, Massachusetts 01267
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of an aggregate of up to $100,000,000 in principal amount of notes (the
"Notes") of Litchfield Financial Corporation, a Massachusetts corporation (the
"Company"), we have examined such corporate records and other documents,
including the Registration Statement on Form S-3 of even date herewith, relating
to such Notes (the Registration Statement as declared effective being
hereinafter referred to as the "Registration Statement") and the related
prospectus, and have reviewed such matters of law as we have deemed necessary as
a basis for the opinions as hereinafter expressed.
Based on the foregoing and having regard for such legal considerations as
we deem relevant, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of
the Commonwealth of Massachusetts; and
2. The Notes, when issued under the circumstances contemplated in
the Registration Statement, (a) will have been duly and validly
issued by the Company, with all requisite authority and action;
and (b) will be the legal, valid and binding obligations of the
Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3 and to the reference to us under the caption
"Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
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HUTCHINS, WHEELER & DITTMAR
A Professional Corporation