EXHIBIT 5.2
Morris, James, Hitchens & Williams
222 Delaware Avenue
P.O. Box 2306
Wilmington, Delaware 19899
(302) 888-6800
October 16, 1998
Webster Capital Trust II
Webster Plaza
Waterbury, Connecticut 06702
Re: Webster Capital Trust II
Ladies and Gentlemen:
We have acted as special Delaware counsel for Webster Capital
Trust II, a Delaware business trust (the "Trust"), for purposes of giving the
opinions set forth herein.
For purposes of giving the opinions set forth below, our
examination of documents has been limited to the examination of originals or
copies furnished to us of the following:
(a) The Declaration of Trust of the Trust, dated as of March
26, 1997, between Eagle Financial Corp., a Delaware corporation (the "Company"),
and the trustees of the Trust named therein;
(b) The Certificate of Trust of the Trust, as filed in the
office of the Secretary of State of the State of Delaware (the "Secretary of
State") on March 26, 1997 (the "Original Certificate");
(c) The Amended and Restated Declaration of Trust of the
Trust, dated as of April 1, 1997 (the "Declaration"), among the Company, as
Sponsor, the trustees of the Trust named therein (the "Trustees") and the
holders, from time to time, of undivided beneficial interests in the assets of
the Trust;
(d) The Letter of Notification re: Name Change, executed and
delivered pursuant to Section 3.1 of the Amended and Restated Declaration of
Trust of the Trust, dated as of September 28, 1998;
(e) The Certificate of Amendment to Certificate of Trust of
the Trust, as filed in the Office of the Secretary of State on September 29,
1998 (the "Certificate Amendment")(the Original Certificate as amended by the
Certificate Amendment is herein referred to as the "Certificate");
(f) The Registration Statement on Form S-4 (Registration Nos.
333-64639 and 333-64639-01) (the "Registration Statement"), including a
prospectus (the "Prospectus"), relating to the 10.00% Exchange Capital
Securities, Series B (Liquidation Amount $1,000 per Exchange Capital Security)
of the Trust representing undivided beneficial interests in the assets of the
Trust (each, an "Exchange Capital Security" and collectively, the "Exchange
Capital Securities"), as filed with the Securities and Exchange Commission on or
about September 29, 1998; and
(g) A Certificate of Good Standing for the Trust, dated
October 16, 1998, obtained from the Secretary of State.
Unless otherwise defined herein, all capitalized terms used in
this opinion letter shall have the respective meanings provided in the
Declaration, except that reference herein to any document shall mean such
document as in effect on the date hereof.
For the purposes of this opinion letter, we have not reviewed
any documents other than the documents listed in paragraphs (a) through (g)
above. In particular, we have not reviewed any document (other than the
documents listed in paragraphs (a) through (g) above) that is referred to in or
incorporated by reference into the documents reviewed by us. We have assumed
that there exists no provision in any document that we have not reviewed that
bears upon or is inconsistent with or contrary to the opinions stated herein. We
have conducted no factual investigation of our own but rather have relied solely
upon the foregoing documents, the statements and information set forth therein
and the additional matters recited or assumed herein, all of which we have
assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion letter, we have assumed (i) that
the Declaration constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation, and termination of the Trust, and that the Declaration and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation, due formation or
due organization, as the case may be, and valid existence in good standing of
each party to the documents examined by us under the laws of the jurisdiction
governing its creation, formation or organization, (iii) the legal capacity of
each natural person who is a party to the documents examined by us, (iv) that
each of the parties to the documents examined by us has all requisite power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom an Exchange Capital Security is to be issued by the Trust (the
"Exchange Capital Security Holders") of an appropriate certificate for such
Exchange Capital Security and the exchange by such Exchange Capital Security
Holder of its validly issued Series A Capital Securities accepted for exchange
for the Exchange Capital Securities to be issued to it, in accordance with the
Declaration and the Registration Statement, and (vii) that the Exchange Capital
Securities are duly exchanged for Series A Capital Securities and are issued to
the Exchange Capital Securities Holders in accordance with the Declaration and
the Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.
The opinions in this letter are limited to the laws of the
State of Delaware (other than the securities laws of the State of Delaware) and
we have not considered and express no opinion on the effect of or concerning
matters involving the laws of any other jurisdiction, or rules, regulations,
orders and judicial and administrative decisions relating to such laws,
including, without limitation, the federal laws of the United States of America.
Based upon the foregoing, and subject to the assumptions,
qualifications, limitations and exceptions set forth herein, we are of the
opinion that:
1. The Trust has been duly formed and is validly existing in
good standing as a business trust under the Delaware Business Trust Act, 12 Del.
C. ss.ss. 3801, et seq.
2. The Exchange Capital Securities will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Exchange Capital Security Holders, as beneficial owners
of the Trust, will be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware. We note that the Exchange
Capital Security Holders may be obligated to make payments and provide indemnity
and/or security as set forth in the Declaration.
We consent to the filing of this opinion letter with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
In giving the foregoing consent, we do not thereby admit that we come within the
category of Persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. Except as stated above, without our prior
written consent, this opinion letter may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.
Very truly yours,
RLS/jmw