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EXHIBIT 5.1
April 14, 1999
Litchfield Financial Corporation
430 Main Street
Williamstown, MA 01267
Re: Litchfield Financial Corporation
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Ladies and Gentlemen:
We have acted as counsel for Litchfield Financial Corporation, a
Massachusetts corporation (the "Company"), in connection with the preparation of
the Registration Statement on Form S-3 (the "Registration Statement"), filed by
Litchfield Capital Trust I and Litchfield Capital Trust II, each a statutory
business trust created under the laws of the State of Delaware (the "Trusts"),
and the Company with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), on April
14, 1999, relating to the proposed issuance and sale from time to time of up to
(i) $100,000,000 aggregate principal amount of the Company's Junior Subordinated
Debt Securities (the "Debt Securities"), each series of which will be issued
pursuant to a Junior Subordinated Indenture (the "Indenture") to be entered into
between the Company and The Bank of New York, as Trustee, as such Indenture will
be supplemented, in connection with the issuance of each such series, by a
supplemental indenture creating such series (each, a "Supplemental Indenture"),
(ii) $100,000,000 aggregate liquidation amount of preferred securities of the
Trusts (the "Preferred Securities") and (iii) the Company's guarantees with
respect to the Preferred Securities (each, a "Guarantee" and, collectively, the
"Guarantees"), each of which Guarantees will be issued pursuant to a guarantee
agreement between the Company and The Bank of New York as Trustee thereunder
(each, a "Guarantee Agreement" and, collectively, the "Guarantee Agreements").
Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to them in the Registration Statement.
As such counsel, we have examined, among other things, originals or
copies identified to our satisfaction as being true copies of the originals of
the following documents:
(a) Charter Documents of the Company and its subsidiaries and all
amendments thereto;
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Litchfield Financial Corporation
April 14, 1999
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(b) By-Laws of the Company and its subsidiaries as amended and now
in effect;
(c) forms (filed as exhibits to the Registration Statement) of the
Indenture and the Guarantee Agreements (the "Documents");
(d) minute books of the Company as furnished to us by the Company,
(e) certificates of public officials and of representatives of the
Company; and
(f) statutes and other instruments or documents.
In giving such opinions, we have relied upon certificates of officers
of the Company with respect to the accuracy of the material factual matters
contained in such certificates. In making our examination, we have assumed that
all signatures on documents examined by us are genuine, that all documents
submitted to us as originals are authentic, that all documents submitted to
us as certified or photostatic copies conform with the original copies of such
documents and that each of the parties to the Documents other than the Company
has all requisite power and authority to enter into and perform its respective
obligations in connection with the transactions described in the Documents to
which it is a party.
Based upon the foregoing, and based on the qualifications hereinafter
set forth, and after giving consideration to such other legal matters as we deem
necessary, it is our opinion that:
1. With respect to a series of Debt Securities, when (i) the
Indenture and the Supplemental Indenture relating to such series of Debt
Securities have been duly authorized and validly executed and delivered by each
of the parties thereto; (ii) the Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended; (iii) the Board of Directors of the
Company (the "Board") has taken all necessary corporate action to approve and
establish the terms of such series of Debt Securities, to approve the issuance
thereof and the terms of the offering thereof and related matters; and (iv) such
Debt Securities have been duly executed, authenticated, issued and delivered in
accordance with the provisions of the Indenture and the Supplemental Indenture
relating to such series of Debt Securities and the provisions of the applicable
definitive purchase, underwriting or similar agreement approved by the Board
upon payment of the consideration therefor provided for therein, such Debt
Securities will constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as the
enforceability thereof is subject to the effect of (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other laws relating to or
affecting creditors' rights generally, (ii) general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and (iii) public policy considerations of court decisions
which may limit the rights of any party to obtain certain remedies and to
indemnification, including indemnification for tortious or criminal acts or
violations of law.
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April 14, 1999
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2. With respect to a Guarantee to be issued pursuant to the
applicable Guarantee Agreement, when (i) such Guarantee Agreement has been duly
authorized, validly executed and delivered by each of the parties thereto, (ii)
such Guarantee Agreement has been duly qualified under the Trust Indenture Act
of 1939, as amended and (iii) the Board has taken all necessary corporate action
to approve the issuance thereof and the terms of the offering thereof and
related matters; such Guarantee will constitute a legal, valid and binding
obligation of the Company, enforceable against the Company in accordance with
its terms, except as the enforceability thereof is subject to the effect of (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other laws relating to or affecting creditors' rights generally, (ii) general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and (iii) public policy considerations or
court decisions which may limit the rights of any party to obtain certain
remedies and to indemnification, including indemnification for tortious or
criminal acts or violations of law.
At your request, this opinion is being furnished to you for filing as
Exhibit 5.1 to the Registration Statement. Additionally, we hereby consent to
the reference to our Firm under the caption "Legal Matters" in the Registration
Statement. In giving such consent, we do not thereby concede that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation