EXHIBIT 8.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
February 11, 1998
Webster Financial Corporation
Webster Plaza
145 Bank Street
Waterbury, Connecticut 06702
Ladies/Gentlemen:
We have acted as special counsel to Webster Financial Corporation, a
Delaware corporation ("Webster"), in connection with the proposed merger (the
"Merger") of Eagle Financial Corporation, a Delaware corporation ("Eagle"), with
and into Webster, upon the terms and conditions set forth in the Agreement and
Plan of Merger dated as of October 26, 1997, by and between Webster and Eagle
(the "Agreement"). At your request, in connection with the filing of the
Registration Statement on Form S-4 filed with the Securities Exchange Commission
in connection with the Merger (the "Registration Statement"), we are rendering
our opinion concerning certain federal income tax consequences of the Merger.
For purposes of the opinion set forth below, we have relied, with the
consent of Webster and the consent of Eagle, upon the accuracy and completeness
of the statements and representations (which statements and representations we
have neither investigated nor verified) contained, respectively, in the
certificates of the officers of Webster and Eagle dated the date hereof (copies
of which are attached hereto and which are incorporated herein by reference),
and have assumed that such certificates will be complete and accurate as of the
Effective Time. We have also relied upon the accuracy of the Registration
Statement and the Joint Proxy Statement/Prospectus included therein (together,
the "Proxy Statement"). Any capitalized term used and not defined herein has the
meaning given to it in the Proxy Statement or the appendices thereto (including
the Agreement).
We have also assumed that (i) the transactions contemplated by the
Agreement will be consummated in accordance therewith and as described in the
Proxy Statement and (ii) the Merger will qualify as a statutory merger under the
applicable laws of the State of Delaware.
Based upon and subject to the foregoing, it is our opinion that, under
currently applicable United States federal income tax law, the Merger will be
treated as a reorganization
Webster Financial Corporation
February 11, 1998
Page 2
within the meaning of Section 368(a) of the Code and each of Webster and Eagle
will be a party to the reorganization within the meaning of Section 368(b) of
the Code and that, accordingly:
(i) No gain or loss will be recognized by Webster or Eagle as a
result of the Merger;
(ii) No gain or loss will be recognized by Eagle Stockholders who
exchange all of their Eagle Common Stock solely for Webster
Common Stock pursuant to the Merger (except with respect to
cash received in lieu of a fractional share interest in Webster
Common Stock); and
(iii) The aggregate tax basis of the Webster Common Stock received by
Eagle Stockholders who exchange all of their Eagle Common Stock
solely for Webster Common Stock pursuant to the Merger will be
the same as the aggregate tax basis of the Eagle Common Stock
surrendered in exchange therefor (reduced by any amount
allocable to a fractional share interest for which cash is
received).
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
references to us under the caption "THE MERGER -- Certain Federal Income Tax
Consequences" and elsewhere in the Proxy Statement. In giving such consent, we
do not thereby 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