EXHIBIT 5.1
[LETTERHEAD OF MULDOON MURPHY
FAUCETTE & AGUGGIA LLP]
August 11, 2004
Board of Directors
Naugatuck Valley Financial Corporation
333 Church Street
Naugatuck, Connecticut 06770
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as special counsel for Naugatuck Valley Financial
Corporation, a federally chartered stock holding company (the "Company"), in
connection with the registration statement on Form S-1 (the "Registration
Statement") initially filed on June 18, 2004, by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), and the regulations promulgated thereunder.
The Registration Statement relates to the proposed issuance by the
Company of up to 3,269,881 shares ("Offered Shares") of common stock, $0.01 par
value per share, of the Company ("Common Stock") in a subscription offering, a
community offering and a syndicated community offering (the "Offerings")
pursuant to the Plan of Reorganization and Minority Stock Issuance adopted by
Naugatuck Valley Savings and Loan, S.B. (the "Bank"). The Registration Statement
also relates to the proposed issuance by the Company of up to 152,087 shares
of Common Stock to Naugatuck Valley Savings and Loan Foundation, a
privately-owned charitable foundation to be formed in connection with the
transaction. The issuances are both pursuant to the Plan of Reorganization and
Minority Stock Issuance, as amended and restated.
In the preparation of this opinion, we have examined originals or
copies identified to our satisfaction of: (i) the Company's charter to be filed
with the Office of Thrift Supervision (the "Charter"); (ii) the Company's
Bylaws; (iii) the Registration Statement, including the prospectus contained
therein and the exhibits thereto; (iv) certain resolutions of the Organizer of
the Company relating to the issuance of the Common Stock being registered under
the Registration Statement; (v) the Plan of Reorganization and Minority Stock
Issuance; (vi) the trust agreement for the Bank's employee stock ownership plan
("ESOP") and the form of loan agreement between the Company and the ESOP; (vii)
the form of stock certificate approved by the Organizer of the Company to
represent shares of
Board of Directors
Naugatuck Valley Financial Corporation
August 11, 2004
Page 2
Common Stock; and (viii) the gift instrument whereby shares of Common Stock will
be contributed to Naugatuck Valley Savings and Loan Foundation. We have also
examined originals or copies of such documents, corporate records, certificates
of public officials and other instruments, and have conducted such other
investigations of law and fact, as we have deemed necessary or advisable for
purposes of our opinion.
In our examination, we have assumed, without verification, the
genuineness of all signatures, the authenticity of all documents and instruments
submitted to us as originals, the conformity to the originals of all documents
and instruments submitted to us as certified or conformed copies, the
correctness of all certificates, and the accuracy and completeness of all
records, documents, instruments and materials made available to us by the
Company.
Our opinion is limited to the matters set forth herein, and we express
no opinion other than as expressly set forth herein. In rendering the opinion
set forth below, we do not express any opinion concerning law other than federal
law. Our opinion is expressed as of the date hereof and is based on laws
currently in effect. Accordingly, the conclusions set forth in this opinion are
subject to change in the event that any laws should change or be enacted in the
future. We are under no obligation to update this opinion or to otherwise
communicate with you in the event of any such change.
For purposes of this opinion, we have assumed that, prior to the
issuance of any shares, (i) the Registration Statement, as finally amended, will
have become effective under the Act and (ii) the reorganization of the Bank will
have become effective.
Based upon and subject to the foregoing, it is our opinion that upon
the due adoption by the Organizer of the Company (or authorized committee
thereof) of a resolution fixing the number of shares of Common Stock to be sold
in the Offerings and contributed to Naugatuck Valley Savings and Loan
Foundation, such shares when issued and sold, or contributed in the case of
Naugatuck Valley Savings and Loan Foundation, in the manner described in the
Registration Statement, or in the accordance with the gift instrument in the
case of Naugatuck Valley Savings and Loan Foundation, will be duly authorized,
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the Bank's Notice of Mutual Holding Company
Reorganization on Form MHC-1 (the "Form MHC-1") and Application Form MHC-2 (the
"Form MHC-2) to the Office of Thrift Supervision, and to the reference to our
firm under the heading "Legal and Tax Opinions" in the prospectus which is part
of the Registration Statement as such may be amended or supplemented, or
incorporated by reference in any Registration Statement covering additional
shares of Common Stock to be issued or sold under the Plan of Reorganization and
Minority Stock Issuance that is filed pursuant to Rule 462(b) of the Act, and to
the reference to our firm in the Form MHC-1 and Form MHC-2. In giving such
consent, we do not
Board of Directors
Naugatuck Valley Financial Corporation
August 11, 2004
Page 3
hereby admit that we are experts or are otherwise within the category of persons
whose consent is required under Section 7 of the Act or the rules or regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Muldoon Murphy Faucette & Aguggia LLP
MULDOON MURPHY FAUCETTE & AGUGGIA LLP