EXHIBIT 5.1
HOGAN & HARTSON L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
October 16, 1998
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"), and holder of all of the Common
Securities of Webster Capital Trust II, a Delaware statutory business trust (the
"Trust"), in connection with the registration statement on Form S-4, as amended
(File Nos. 333-64639 and 333-64639-01, and hereinafter referred to as the
"Registration Statement"), filed with the Securities and Exchange Commission,
relating to (i) the issuance by the Trust of up to and including $50.0 million
aggregate Liquidation Amount of 10.00% Exchange Capital Securities (the
"Exchange Capital Securities"), in exchange for up to and including $50.0
million aggregate Liquidation Amount of its outstanding 10.00% Capital
Securities (the "Original Capital Securities"); (ii) the issuance by the
Corporation to the Trust, in an aggregate principal amount corresponding to the
aggregate Liquidation Amount of the Exchange Capital Securities, of the
Corporation's 10.00% Exchange Junior Subordinated Deferrable Interest Debentures
due April 1, 2027 (the "Exchange Junior Subordinated Debentures"), in exchange
for a comparable aggregate principal amount of the Corporation's outstanding
10.00% Junior Subordinated Deferrable Interest Debentures due April 1, 2027 (the
"Original Junior Subordinated Debentures"); and (iii) the guarantee by the
Corporation (the "Exchange Guarantee") in connection with the 10.00% Exchange
Capital Securities. 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. The 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.
3. The Bylaws of the Corporation, as certified by the Secretary of
the Corporation on the date hereof as then being complete,
accurate and in effect.
4. An executed copy of the Junior Subordinated Indenture (the
"Indenture"), dated as of April 1, 1997, between Eagle Financial
Corp. ("Eagle") and the Wilmington Trust Company ("WTC"),
pursuant to which the Exchange Junior Subordinated Debentures
will be issued.
5. An executed copy of the Amended and Restated Declaration of
Trust, dated as of April 1, 1997, between Eagle, WTC, and the
Administrative Trustees
Board of Directors
Webster Financial Corporation
October 16, 1998
Page 2
named therein, pursuant to which the Exchange Capital Securities
will be issued.
6. The form of Exchange Guarantee Agreement.
7. The form of Exchange Capital Security.
8. The form of Exchange Junior Subordinated Debenture.
9. The Registration Rights Agreement, dated as of April 1, 1997,
among Eagle, Eagle Financial Capital Trust I and Sandler O'Neill
& Partners, L.P.
10. Resolutions of the Board of Directors of Eagle adopted on March
25, 1997, and Resolutions adopted by the Pricing Committee of the
Board of Directors of Eagle on March 26, 1997, both 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 Exchange Offering.
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
General Corporation Law of the State of Delaware and the contract law of the
State of New York (but not including any statutes, ordinances, administrative
decisions, rules or regulations of any political subdivision of the State of New
York). 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:
(i) following effectiveness of the Registration Statement and when executed
and authenticated in the manner provided for in the Indenture and delivered
against surrender and cancellation of a like aggregate principal amount of
Original Junior Subordinated Debentures as contemplated in the Registration
Rights Agreement, the Exchange Junior Subordinated Debentures will
constitute valid and binding obligations of the Corporation enforceable in
accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors'
rights (including, without limitation, the effect of statutory and other
law regarding fraudulent conveyances, fraudulent transfers and preferential
transfers) and as may be limited by the exercise of judicial discretion and
the application of principles of equity including, without limitation,
requirements of good faith, fair dealing, conscionability and materiality
(regardless of whether the
Board of Directors
Webster Financial Corporation
October 16, 1998
Page 3
Exchange Junior Subordinated Debentures are considered in a proceeding in
equity or at law); and
(ii) following effectiveness of the Registration Statement and when
executed by the Corporation and WTC, as Guarantee Trustee, and delivered as
contemplated in the Registration Rights Agreement, the Exchange Guarantee
will constitute a valid and binding obligation of the Corporation
enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights (including, without limitation, the effect of statutory
and other law regarding fraudulent conveyances, fraudulent transfers and
preferential transfers) and as may be limited by the exercise of judicial
discretion and the application of principles of equity including, without
limitation, requirements of good faith, fair dealing, conscionability and
materiality (regardless of whether the Exchange Guarantee is considered in
a proceeding in equity or at law).
The above opinions shall be understood to mean only that if there is a
default in performance of an obligation, (i) if a failure to pay or other damage
can be shown and (ii) if the defaulting party can be brought into a court which
will hear the case and apply the governing law, then, subject to the
availability of defenses, and to the exceptions set forth above, the court will
provide a money damage (or perhaps injunctive or specific performance) remedy.
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 5.1
to the Registration Statement and to the reference to this firm under the
caption "Validity of the Exchange Securities" 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,
HOGAN & HARTSON L.L.P.