EXHIBIT 8
HOGAN & HARTSON L.L.P.
Columbia Square
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
October 16, 1998
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
RE: WEBSTER CAPITAL TRUST II
10.00% EXCHANGE CAPITAL SECURITIES
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Ladies and Gentlemen:
We have acted as special counsel to Webster Financial Corporation, a
Delaware corporation (the "Corporation") and sponsor of Webster Capital Trust
II, a statutory business trust organized under the Delaware Business Trust Act,
12 Del. C. ss. 3801 et seq (the "Trust"), in connection with a 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 exchange of up to
$50,000,000.00 aggregate liquidation amount of the Trust's 10.00% Exchange
Capital Securities, Series B (the "Exchange Capital Securities") for a like
liquidation amount of the Trust's 10.00% Capital Securities, Series A (the
"Original Capital Securities") (the "Exchange Offer"). Pursuant to the Exchange
Offer, the Corporation is also offering to exchange (i) up to $50,000,000.00
aggregate principal amount of its 10.00% Exchange Junior Subordinated Deferrable
Interest Debentures, Series B (the "Exchange Junior Subordinated Debentures")
for a like aggregate principal amount of its 10.00% Junior Subordinated
Deferrable Interest Debentures, Series A (the "Original Junior Subordinated
Debentures"), and (ii) its guarantee of payments of cash distributions and
payments on liquidation of the Trust or redemption of the Exchange Capital
Securities (the "Exchange Guarantee") for a like guarantee in respect of the
Original Capital Securities (the "Original Guarantee"). Capitalized terms used
in this letter and not otherwise defined herein shall have the meaning set forth
in the prospectus (the "Prospectus") included as part of the Registration
Statement.
The opinion set forth in this letter is based on relevant current
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury
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October 16, 1998
Page 2
Regulations thereunder (including proposed and temporary Treasury Regulations),
and interpretations of the foregoing as expressed in court decisions,
administrative determinations (including administrative explanations of proposed
and final Treasury Regulations), and legislative history as of the date hereof.
These provisions and interpretations are subject to changes, which may or may
not be retroactive in effect, that might result in material modifications of our
opinion.
In rendering the following opinion, we have examined such statutes,
regulations, records, certificates and other documents as we have considered
necessary or appropriate as a basis for such opinions, including the following:
(i) the Trust Agreement; (ii) the Registration Statement; (iii) the form of the
Capital Securities; (iv) the Indenture; and (v) other documents we have deemed
necessary to render the opinion set forth in this letter.
In our review, we have assumed that all of the representations and
statements set forth in such documents are true and correct, and all of the
obligations imposed by any such documents on the parties thereto have been and
will continue to be performed or satisfied in accordance with their terms. We
also have assumed the 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 purposes of rendering our opinion, we have not made an independent
investigation of the facts set forth in any of the above-referenced documents,
including the Prospectus and the Trust Agreement. We have consequently relied
upon representations and information presented in such documents.
Based upon, and subject to, the foregoing, we are of the opinion that
the information in the Prospectus under the caption "Certain Federal Income Tax
Consequences," to the extent that such information constitutes matters of law or
legal conclusions or purports to describe certain provisions of the U.S. federal
income tax laws, has been reviewed by us and is a correct summary in all
material respects of the matters discussed therein.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Certain
Federal Income Tax Consequences" in the Prospectus. In giving such consent, we
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October 16, 1998
Page 3
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,
Hogan & Hartson L.L.P.