EXHIBIT 5
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
May 22, 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-8 (the "Registration Statement"), to be filed
with the Securities and Exchange Commission relating to the proposed offering of
up to 750,000 shares of Webster's common stock, par value $.01 per share, all of
which shares (the "Shares") may be issued by Webster pursuant to the Webster
Financial Corporation Employee Stock Purchase Plan (the "Plan"). 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.
2. An copy of the Plan.
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 February 14, 2000, 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 adoption of the
Plan and the issuance of the Shares thereunder.
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, (ii)
issuance of the Shares pursuant to the terms of the Plan, and (iii) receipt by
Webster of the consideration for the Shares specified in the Plan, the Shares
will be validly issued, fully paid and nonassessable.
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 to 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,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.