Exhibit 5.1
THACHER
PROFFITT
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THACHER PROFFITT & WOOD LLP
Thacher Proffitt & Wood LLP
1700 Pennsylvania Avenue, NW
Suite 800
Washington, DC 20006
(202) 347-8400
Fax: (202) 626-1930
www.tpw.com
September 4, 2007
Board of Directors
Westfield Financial, Inc.
141 Elm Street
Westfield, Massachusetts 01085
Re: Registration Statement on Form S-8
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Members of the Board:
We have acted as counsel for Westfield Financial, Inc., a Massachusetts
corporation (the "Company"), in connection with the filing of a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 2,184,142 shares of the Company's
common stock, par value $0.01 per share (the "Common Stock"), to be offered
pursuant to the Westfield Financial, Inc. 2007 Stock Option Plan and the
Westfield Financial, Inc. 2007 Recognition and Retention (collectively, the
"Plans").
In rendering the opinion set forth below, we do not express any opinion
concerning law other than the corporate laws of the state and federal
securities law.
We have examined originals or copies, certified or otherwise identified,
of such documents, corporate records and other instruments as we have deemed
necessary or advisable for purposes of this opinion. As to matters of fact, we
have examined and relied upon the Plans described above and, where we have
deemed appropriate, representations or certificates of officers of the Company
or public officials. We have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all
documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the shares of Common
Stock that are being registered pursuant to the Registration Statement have
been duly authorized and, when issued and paid for in accordance with the terms
of the Plans, such shares will be validly issued, fully paid and
non-assessable.
In rendering the opinion set forth above, we have not passed upon and do
not purport to pass upon the application of "doing business" or securities or
"blue-sky" laws of any jurisdiction (except federal securities law).
Board of Directors
Westfield Financial, Inc.
September 4, 2007 Page 2
This opinion is given solely for the benefit of the Company and
purchasers of shares under the Plans, and may not be relied upon by any person
or entity, nor quoted in whole or in part, or otherwise referred to in any
document without our express written consent.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm's name therein.
Very truly yours,
/s/ Thacher Proffitt & Wood LLP
THACHER PROFFITT & WOOD LLP