EXHIBIT 5
June 30, 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 85,118 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 New England
Community Bancorp, Inc., 1997 Non-Officer Director's Stock Option Plan, the New
England Community Bancorp, Inc., 1996 Incentive and Nonqualified Compensatory
Stock Option Plan and the New England Community Bancorp, Inc., 1990 Bank of
South Windsor Non-Qualified Stock Option Plan (the "Plans"). 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. Section 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. A copy of the Plans.
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 June 24, 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 adoption
of the Plans 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 Plans, and (iii) receipt by
Webster of the consideration for the Shares specified in the Plans, 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.