Exhibit 5.1
FORM OF LEGAL OPINION
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
__________, 2000
Board of Directors
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
Ladies and Gentlemen:
We are acting as special counsel to Webster Financial
Corporation, a Delaware corporation ("Webster"), in connection with its
registration statement on Form S-4 (the "Registration Statement") (File No.
333-33228), as amended, filed with the Securities and Exchange Commission
relating to the proposed offering of up to 8,293,778 shares of Webster's common
stock, par value $.01 per share, all of which shares (the "Shares") may be
issued by Webster in accordance with the terms of the Agreement and Plan of
Merger, dated as of December 1, 1999, and amended as of December 21, 1999, by
and between Webster and MECH Financial, Inc. (the "Agreement"). This opinion
letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. ss. 229.601(b)(5),
in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies
of the following documents:
1. An executed copy of the Registration Statement and
Pre-Effective Amendments No. 1 and No. 2 thereto.
2. An executed copy of the Agreement.
3. The Second Restated Certificate of Incorporation of
Webster, as certified by the Secretary of Webster on the
date hereof as then being complete, accurate and in
effect.
4. The Bylaws of Webster, as certified by the Secretary of
Webster on the date hereof as then being complete,
accurate and in effect.
5. Resolutions of the Board of Directors of Webster adopted
at a meeting held on December ___, 1999, as certified by
the Secretary of Webster on the date hereof as then being
complete, accurate and in effect, relating to, among
other things, the issuance of the Shares and arrangements
in connection therewith.
In our examination of the aforesaid documents, we have assumed the genuineness
of all signatures, the legal capacity of all natural persons, the accuracy and
completeness of all documents submitted
to us, the authenticity of all original documents, and the conformity with the
original documents of all documents submitted to us as copies (including
telecopies). This opinion letter is given, and all statements herein are made,
in the context of the foregoing.
This opinion letter is based as to matters of law solely on
the Delaware General Corporation Law, as amended. We express no opinion herein
as to any other laws, statutes, ordinances, rules, or regulations. As used
herein, the term "Delaware General Corporation Law, as amended" includes the
statutory provisions contained therein, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of
the opinion that following (i) effectiveness of the Registration Statement, as
amended, (ii) issuance of the Shares pursuant to the terms of the Agreement, and
(iii) receipt by Webster of the consideration for the Shares specified in the
Agreement and resolutions of the Board of Directors, the Shares will be validly
issued, fully paid and nonassessable under the General Corporation Law of the
State of Delaware.
This opinion letter has been prepared for your use in
connection with the Registration Statement and speaks as of the date hereof. We
assume no obligation to advise you of any changes in the foregoing subsequent to
the delivery of this opinion letter.
We hereby consent to the filing of this opinion letter as
Exhibit 5.01 to the Registration Statement and to the reference to this firm
under the caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act of 1933, as amended.
Very truly yours,
HOGAN & HARTSON L.L.P.