EXHIBIT 8
December ___, 1997
Webster Preferred Capital Corporation
Webster Plaza
145 Bank Street
Waterbury, Connecticut 06702
Ladies and Gentlemen:
We have acted as special counsel to Webster Preferred Capital Corporation,
a Connecticut corporation (the "Company"), in connection with the issuance and
sale 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 (the "Series A Preferred Shares") 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 (the "Series B Preferred Shares," and
together with the Series A Preferred Shares, the "Preferred Shares").
Capitalized terms used in this letter and not otherwise defined herein have the
meaning set forth in the prospectus ("Prospectus") included as part of the
Company's Registration Statement on Form S-11 (No. 333-38685) filed with the
Securities and Exchange Commission on October 24, 1997 and amended on December
__, 1997 (the "Registration Statement").
The opinions set forth in this letter are based on relevant provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
thereunder (including proposed and temporary Regulations), and interpretations
of the foregoing as expressed in court decisions, the legislative history, and
existing administrative rulings and practices of the Internal Revenue Service
(including its practices and policies in issuing private letter rulings, which
are not binding on the Internal Revenue Service except with respect to a
taxpayer that receives such a ruling), all as of the date hereof. These
provisions and interpretations are subject to change, which may or may not be
retroactive in effect, that might result in modifications of our opinion. Our
opinion does not foreclose the possibility of a contrary determination by the
Internal Revenue Service or a court of competent jurisdiction, or of a contrary
position by the Internal Revenue Service or the Treasury Department in
regulations or rulings issued in the future.
In rendering our opinion, we have examined such statutes, regulations,
records, certificates and other documents as we have considered necessary or
appropriate as a basis for such opinion, including the following:
(1) the Registration Statement; and
(2) the Amended and Restated Certificate of Incorporation of the Company
(the "Certificate of Incorporation"), as certified by the Secretary of the
Company on the date hereof as being complete, accurate and in effect.
The opinions set forth in this letter also are premised on certain written
representations of the Company contained in a letter to us dated as of the date
hereof (the "Management Representation Letter").
In our review, we have assumed, with your consent, that all of the
representations and statements set forth in the documents we reviewed are true
and correct, and all of the obligations imposed by any such documents on the
parties thereto have been and will be performed or satisfied in accordance with
their terms. Moreover, we have assumed that the Company has been and will
continue to be operated in the manner described in the Certificate of
Incorporation and the Prospectus. We also have assumed the
Webster Preferred Capital Corporation
December __, 1997
Page 2
genuineness of all signatures, the proper execution of all documents, the
authenticity of all documents submitted to us as originals, the conformity to
originals of documents submitted to us as copies, and the authenticity of the
originals from which any copies were made.
For the purposes of our opinion, we have not made an independent
investigation of the facts set forth in the documents we reviewed. We
consequently have assumed that the information presented in the documents we
reviewed or otherwise furnished to us accurately and completely describes all
material facts relevant to our opinion. No facts have come to our attention,
however, that would cause us to question the accuracy and completeness of such
facts or documents in a material way.
Based upon, and subject to, the foregoing and the next paragraph below
following the numbered paragraphs, we are of the opinion that:
1. The Company is organized and has operated, as of the date hereof, in
conformity with the requirements for qualification and taxation as a real
estate investment trust ("REIT") under the Code, and the Company's
proposed method of operation, as described in the Prospectus and in the
Management Representation Letter, should enable it to continue to meet the
requirements for qualification and taxation as a REIT; and
2. The discussion in the Prospectus under the caption "Federal Income Tax
Consequences," to the extent that it constitutes matters of law or legal
conclusions, is correct in all material respects.
The Company's qualification and taxation as a REIT depend upon the
Company's ability to meet on a continuing basis, through actual annual operating
and other results, the various requirements under the Code and described in the
Prospectus with regard to, among other things, the sources of its gross income,
the composition of its assets, the level of its distributions to stockholders,
and the diversity of its share ownership. Hogan & Hartson L.L.P. will not review
the Company's compliance with these requirements on a continuing basis. No
assurance can be given that the actual results of the operations of the Company,
the sources of its income, the nature of its assets, the level of the Company's
distributions to stockholders and the diversity of its share ownership for any
given taxable year will satisfy the requirements under the Code for
qualification and taxation as a REIT.
For a discussion relating the law to the facts and the legal analysis
underlying the opinion set forth in this letter, we incorporate by reference the
discussions of federal income tax issues, which we assisted in preparing, in the
section of the Prospectus under the heading "Federal Income Tax Consequences."
We assume no obligation to advise you of any changes in the foregoing
subsequent to the date of this opinion letter, and we are not undertaking to
update the opinion letter from time to time. This opinion letter has been
prepared solely for your use in connection with the issuance and sale of the
Preferred Shares 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 as an exhibit to the
Registration Statement and to the reference to us under the captions "Prospectus
Summary -- Tax Status of the Company," "Risk Factors -- Tax Risks," "Legal
Matters" and "Federal Income Tax Conseqences" in the Prospectus which is a part
thereof. In giving such consent, we do not admit that we are in the category of
person whose consent is required under Section 7 of the Securities Act of 1933,
as amended.
Very truly yours,