EXHIBIT 5
HOGAN & HARTSON L.L.P.
555 THIRTEENTH STREET, N.W.
WASHINGTON, D.C. 20004
January 25, 1999
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 ("Webster"), in connection with its registration statement
on Form S-4 (the "Registration Statement") filed with the Securities and
Exchange Commission relating to the proposed offering of up to 880,136 shares of
Webster's common stock, par value $.01 per share, all of which shares (the
"Shares") are to be issued by Webster in accordance with the terms of the
Agreement and Plan of Merger, dated as of November 3, 1998, by and among
Webster, Webster Bank and Maritime Bank & Trust Company (the "Agreement"). 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. An executed copy of the Agreement.
3. The Restated Certificate of Incorporation of Webster, with amendments
thereto, as certified by the Secretary of Webster on the date hereof
as then being complete, accurate and in effect.
4. The Bylaws of Webster, with amendments thereto, as certified by the
Secretary of Webster on the date hereof as then being complete,
accurate and in effect.
5. Resolutions of the Board of Directors of Webster adopted at a meeting
held on October 26, 1998, as certified by the Secretary of Webster on
the date hereof as then being complete, accurate and in effect,
relating to, among other things, the issuance of the Shares and
arrangements in connection therewith.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity, accuracy
Board of Directors
Webster Financial Corporation
January 25, 1999
Page 2
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. 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 following (i) effectiveness of the Registration Statement, (ii) issuance of
the Shares pursuant to the terms of the Agreement, and (iii) receipt by Webster
of the consideration for the Shares specified in the Agreement and resolutions
of the Board of Directors, the Shares will be validly issued, fully paid and
nonassessable under the General Corporation Law of the State of Delaware.
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 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Proxy Statement/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.