EXHIBIT 5
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July 23, 2003
Board of Directors
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
Gentlemen and Ladies:
We are acting as special counsel to Webster Financial
Corporation, a Delaware corporation (the "Company"), 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 an additional 2,200,000 shares of the Company's common stock, par value
$.01 per share, all of which shares (the "Shares") may be issued by the Company
pursuant to the Webster Financial Corporation Amended and Restated 1992 Stock
Option 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. The Certificate of Incorporation of the Company, as
certified by the Secretary of the Company on the date
hereof as being complete, accurate and in effect.
3. The Bylaws of the Company, as amended, as certified
by the Secretary of the Company on the date hereof as
being complete, accurate and in effect.
4. The Plan and all amendments thereto, as certified by
the Secretary of the Company on the date hereof as
being complete, accurate and in effect.
5. Resolutions of the Board of Directors of the Company
adopted on April 23, 2001, February 26, 2003 and
March 20, 2003 as certified by the Secretary of the
Company on the date hereof as being complete,
accurate and in effect, relating to the Plan and the
amendments thereto and the issuance of the Shares
thereunder.
6. Minutes from the Annual Meeting of Shareholders of
the Company on April 24, 2003 at which the
shareholders approved the amendments to the Plan and
the issuance of additional Shares thereunder, as
certified by the Secretary of the Company on the date
hereof.
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 to authentic 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) the effectiveness of the Registration Statement,
(ii) issuance of the Shares pursuant to the terms of the Plan and (iii) receipt
by the Company of the consideration for the Shares specified in the Plan, the
Shares will be validly issued, fully paid and non-assessable.
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 effectiveness of the Registration Statement.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement. In giving this consent, we do not admit
that we are an "expert" within the meaning of the Securities Act of 1933, as
amended.
Very truly yours,
/s/ Hogan & Hartson LLP
HOGAN & HARTSON L.L.P.