HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
May 21, 1997
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 (the "Corporation"), in connection with its
registration statement on Form S-4 (the "Registration Statement") filed with the
Securities and Exchange Commission relating to the proposed offering of up to
2,157,261 shares of common stock, par value $.01 per share, all of which shares
(the "Shares") are to be issued by the Corporation in accordance with the terms
of the Agreement and Plan of Merger, dated as of April 4, 1997, by and among the
Corporation, Webster Subsidiary Corporation and People's Savings Financial Corp.
(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.
2. An executed copy of the Agreement.
3. The Restated Certificate of Incorporation of the
Corporation, with amendments thereto, as certified by
the Secretary of the Corporation on the date hereof as
then being complete, accurate and in effect.
4. The Bylaws of the Corporation, with amendments thereto,
as certified by the Secretary of the Corporation on the
date hereof as then being complete, accurate and in
effect.
5. Resolutions of the Board of Directors of the
Corporation adopted at a meeting held on April 21,
1997, as certified by the Secretary of the Corporation
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 natural persons, the
authenticity, accuracy
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Board of Directors
Webster Financial Corporation
May 21, 1997
Page 2
and completeness of all documents submitted to us, and the conformity with the
original documents of all documents submitted to us as certified, telecopied,
photostatic, or reproduced copies. 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 General Corporation Law of the State of Delaware. We express no opinion
herein as to any other laws, statutes, regulations, or ordinances.
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 Agreement, and (iii) receipt
by the Corporation 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.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion letter
has been prepared solely for your use in connection with the filing of the
Registration Statement on the date of this opinion letter and should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the reference to this firm under
the caption "Legal Matters" in the Proxy Statement/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,
/s/ Hogan & Hartson L.L.P.
HOGAN & HARTSON L.L.P.
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