EXHIBIT 5
    


                            HOGAN & HARTSON L.L.P.
                          555 THIRTEENTH STREET, N.W.
                            WASHINGTON, D.C. 20004

                              December ___, 1997

   
Board of Directors
Webster Preferred Capital Corporation
Webster Plaza
145 Bank Street
Waterbury, Connecticut 06702
    

Ladies and Gentlemen:

   
     We are acting as special counsel to Webster Preferred Capital  Corporation,
a Connecticut  corporation (the "Company"),  in connection with its registration
statement on Form S-11, as amended (the "Registration Statement") filed with the
Securities and Exchange  Commission  relating to the proposed public offering of
40,000 shares of the Company's  Series A ___%  Cumulative  Redeemable  Preferred
Stock, par value $1.00 per share,  liquidation  preference  $1,000.00 per share,
and  1,000,000  shares  of the  Company's  Series B ___%  Cumulative  Redeemable
Preferred Stock, par value $1.00 per share,  liquidation  preference  $10.00 per
share,  all of which shares (the  "Shares") are to be sold by the Company.  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. The Amended and Restated Certificate of Incorporation of the Company, as
certified  by the  Secretary  of the  Company  on the date  hereof as then being
complete, accurate and in effect.

     3. The By-Laws of the  Company,  as amended to date,  as  certified  by the
Secretary of the Company on the date hereof as then being complete, accurate and
in effect.

     4. The proposed form of the Purchase  Agreement among the Company,  Webster
Bank  and  the  Underwriters  identified  therein,  filed  as  Exhibit  1 to the
Registration Statement (the "Purchase Agreement").

     5.  Resolutions  of the Board of  Directors  of the  Company  adopted  at a
meeting held on December __, 1997,  as certified by the Secretary of the Company
on the date hereof as then being complete,  accurate and in effect,  relating to
the issuance and sale 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 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 Connecticut
Business  Corporation  Act, as amended.  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)  final  action  of the Board of  Directors  of the  Company
approving the price of the Shares, (ii) execution and delivery by the Company of
the Purchase Agreement,  (iii) effectiveness of the Registration Statement, (iv)
issuance of the Shares pursuant to the terms of the Purchase Agreement,  and (v)
receipt by the  Company of the  consideration  for the Shares  specified  in the
resolutions of the Board of Directors,  the Shares will be validly issued, fully
paid and  nonassessable  under the  Connecticut  Business  Corporation  Act,  as
amended. 
    


   
Board of Directors
Webster Preferred Capital Corporation
December  , 1997
Page 2
    

     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  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,