EXHIBIT 5.1

                 [Letterhead of Wachtell, Lipton, Rosen & Katz]



                                February 11, 1998


Webster Financial Corporation
Webster Plaza
145 Bank Street
Waterbury, Connecticut  06702

Re:  Registration Statement on Form S-4 of Webster Financial Corporation

Ladies and Gentlemen:

         We are acting as special counsel to Webster  Financial  Corporation,  a
Delaware  corporation  ("Webster"),   in  connection  with  the  above-captioned
registration  statement  filed by  Webster  with  the  Securities  and  Exchange
Commission (the "Registration Statement") with respect to up to 5,880,000 shares
of common stock ("Webster  Common Stock"),  par value $.01 per share, of Webster
(plus such  indeterminate  number of additional  shares of Webster  Common Stock
issuable  upon  adjustment,  if any, of the Exchange  Ratio,  as provided in the
Agreement and Plan of Merger (the "Agreement"), dated as of October 26, 1997, by
and  between  Webster  and  Eagle  Financial   Corp.,  a  Delaware   corporation
("Eagle")),  proposed to be issued in connection  with the merger (the "Merger")
of  Eagle   with  and  into   Webster,   as   described   in  the  joint   proxy
statement/prospectus that forms a part of the Registration Statement (the "Proxy
Statement/Prospectus").

         In  connection  with this opinion,  we have  reviewed the  Registration
Statement and the exhibits  thereto,  and we have examined  originals or copies,
certified  or  otherwise  identified  to our  satisfaction,  of  such  corporate
records,  agreements,  certificates  of  public  officials  and of  officers  of
Webster,  and such  other  instruments  and  matters  of law and fact as we have
deemed necessary to render the opinion contained herein.

         Based upon and subject to the foregoing, we are of the opinion that the
Webster Common Stock being  registered under the  Registration  Statement,  when
issued  pursuant  to the  Merger  following  approval  of the  Agreement  by the
requisite votes of the  stockholders of Webster,  will be validly issued,  fully
paid and non-assessable.

         We hereby consent to the filing of this opinion with the Securities and
Exchange  Commission  as an exhibit  to the  Registration  Statement  and to the
reference to our firm under the




Webster Financial Corporation
February 11, 1998
Page 2


caption "LEGAL MATTERS" in the Proxy Statement/Prospectus  contained therein. In
giving  such  consent,  we do not hereby  admit that we are in the  category  of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.

                                             Very truly yours,

                                              /s/ Wachtell, Lipton, Rosen & Katz