EXHIBIT 8
[FORM OF TAX OPINION]
________ __, 1999
Board of Directors
Webster Financial Corporation
Webster Plaza
Waterbury, Connecticut 06702
Board of Directors
Maritime Bank & Trust Company
130 Westbrook Road
Essex, Connecticut 06426-1149
Gentlemen/Ladies:
This opinion is being delivered to you in accordance with Section 7.1(f) of
the Agreement and Plan of Merger (the "Agreement"), dated as of November 3,
1998, by and among Webster Financial Corporation ("Webster"), a Delaware
corporation, Webster Bank ("Webster Bank"), a federally chartered savings bank
and a wholly owned subsidiary of Webster, and Maritime Bank & Trust Company
("Maritime Bank"), a Connecticut-chartered commercial bank. Pursuant to the
Agreement, Maritime Bank will be merged with and into Webster Bank (the
"Merger").
In connection with the preparation of this opinion, we have examined and
with your consent relied upon the following documents (including all exhibits
and schedules thereto): (1) the Agreement; (2) the Registration Statement on
Form S-4 of Webster (File No. 333-_________) filed with the Securities and
Exchange Commission on January __, 1999, as amended by Pre-Effective Amendment
No. 1 thereto filed with the Securities and Exchange Commission on _________ __,
1999 (the "Registration Statement") and/or the Proxy Statement/Prospectus of
Webster and Maritime Bank; (3) representations and certifications made to us by
Webster (attached hereto as Exhibit A); (4) representations and certifications
made to us by Maritime Bank (attached hereto as Exhibit B); (5) such other
instruments and documents related to the formation, organization and operation
of Webster, Webster Bank and Maritime Bank or to the consummation of the Merger
and the transactions contemplated thereby as we have deemed necessary or
appropriate. 1/
The Proposed Transaction
Based solely upon our review of the documents set forth above, and upon
such information as Webster, Webster Bank and Maritime Bank have provided to us
(which we have not attempted to verify in any respect), and in reliance upon
such documents and information, we understand that the proposed transaction and
the relevant facts with respect thereto are as follows:
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1/ All capitalized terms used herein and not otherwise defined shall have the
same meaning as they have in the Agreement. All section references, unless
otherwise indicated, are to the Internal Revenue Code of 1986, as amended (the
"Code").
Webster is the owner of all of the outstanding stock of Webster Bank.
Through Webster Bank, Webster provides financial services to individuals,
families and businesses through over 100 banking offices, three commercial
banking centers and more than 174 ATMs located in New Haven, Fairfield,
Litchfield, Hartford and Middlesex Counties in Connecticut, in addition to
telephone banking, video banking and PC banking. On November 11, 1998, Webster
announced that it had signed a definitive merger agreement to acquire Village
Bancorp, Inc. ("Village"), the holding company of The Village Bank & Trust
Company ("Village Bank") (the "Village Merger"). Pursuant to the Village Merger,
Village will merge with and into Webster and Village Bank will merge with and
into Webster Bank.
Maritime Bank is a Connecticut-chartered commercial bank headquartered in
Essex, Connecticut. Maritime Bank is engaged principally in the business of
attracting deposits from the general public and investing those deposits in
residential real estate loans, and in consumer and small business loans.
Maritime Bank currently serves customers from three banking offices located in
Middlesex and New London Counties, Connecticut.
The purpose of the Merger is to enable Webster to acquire the assets and
business of Maritime Bank. After the Merger, Maritime Bank's three branch
banking offices will remain open and will be operated as banking offices of
Webster Bank. The Merger will result in an expansion of Webster Bank's primary
market area to include Maritime Bank's banking offices in Middlesex County,
where Webster currently operates banking offices, and New London County,
Connecticut, where Webster currently does not have any offices. Webster Bank
expects to achieve reductions in the current operating expenses of Maritime Bank
upon the consolidation of Maritime Bank's operations into Webster Bank.
It is proposed that pursuant to the Agreement, the Banking Law of
Connecticut, the Home Owners' Loan Act and the rules and regulations of the
Office of Thrift Supervision thereunder, Maritime Bank merge with and into
Webster Bank. As a result of the Merger, Maritime Bank's corporate existence
will cease and Webster Bank will be the surviving bank and a wholly-owned
subsidiary of Webster. As the surviving bank, Webster Bank will succeed to all
of the assets and liabilities of Maritime Bank.
By virtue of the Merger, each share of Maritime Bank Common Stock issued
and outstanding prior to the Effective Time (other than Dissenting Shares and
certain other shares) will be converted into and exchangeable for that number of
shares of Webster Common Stock, determined by dividing $26.67 by the Base Period
Trading Price, as may be adjusted as provided in the Agreement. Certificates for
fractions of shares of Webster Common Stock will not be issued. In lieu of a
fraction of a share of Webster Common Stock, each holder of Maritime Bank Common
Stock otherwise entitled to a fraction of a share of the Webster Common Stock
will be entitled to receive an amount of cash equal to (i) the fraction of a
share of the Webster Common Stock to which such holder would otherwise be
entitled, multiplied by (ii) the closing time average market value of the
Webster Common Stock, which shall be deemed to be the average of the daily
closing prices per share for Webster Common Stock for the fifteen consecutive
trading days on which shares of Webster Common Stock are actually traded ending
on the third trading day preceding the Closing Date. Shares of Maritime Bank
Common Stock that are issued and outstanding immediately prior to the Effective
Time and that are owned by shareholders who have properly dissented within the
meaning of the applicable provisions of the Connecticut Business Corporation Act
will not be converted into the right to receive shares of Webster Common Stock,
unless and until such shareholders have failed to perfect or have effectively
withdrawn or lost their right to payment under applicable law.
At the Effective Time, each option granted by Maritime Bank to purchase
shares of Maritime Bank Common Stock under the Maritime Bank Stock Plan which is
outstanding and unexercised immediately prior thereto will be converted
automatically into an option to purchase shares of Webster Common Stock, with
adjustment in the number of shares and exercise price to reflect the Exchange
Ratio.
Assumptions and Representations
In connection with rendering this opinion, we have assumed or obtained
representations (and, with your consent, are relying thereon, without any
independent investigation or review thereof, although we are not aware of any
material facts or circumstances contrary to or inconsistent therewith) that:
1. All information contained in each of the documents we have examined and
relied upon in connection with the preparation of this opinion is accurate and
completely describes all material facts relevant to our opinion, all copies are
accurate and all signatures are genuine. We have also assumed that there has
been (or will be by the Effective Time of the Merger) due execution and delivery
of all documents where due execution and delivery are prerequisites to the
effectiveness thereof.
2. The Merger will be consummated in accordance with applicable state and
federal law and will qualify as a statutory merger under applicable state and
federal law.
3. All representations made in the exhibits hereto are true, correct, and
complete in all material respects. Any representation or statement made "to the
best of knowledge" or similarly qualified is correct without such qualification.
4. The Merger will be consummated in accordance with the Agreement and as
described in the Proxy Statement/Prospectus (including satisfaction of all
covenants and conditions to the obligations of the parties without amendment or
waiver thereof); each of Webster, Webster Bank and Maritime Bank will comply
with all reporting obligations with respect to the Merger required under the
Code and the Treasury Regulations thereunder; and the Agreement and all other
documents and instruments referred to therein or in the Proxy
Statement/Prospectus are valid and binding in accordance with their terms.
Opinion - Federal Income Tax Consequences
Based upon and subject to the assumptions and qualifications set forth
herein, it is our opinion that for Federal income tax purposes the Merger will
qualify as a reorganization within the meaning of Section 368(a) of the Code.
In addition to the assumptions set forth above, this opinion is subject to
the exceptions, limitations and qualifications set forth below:
1. This opinion represents and is based upon our best judgment regarding
the application of relevant current provisions of the Code and interpretations
of the foregoing as expressed in existing court decisions, administrative
determinations (including the practices and procedures of the Internal Revenue
Service (the "IRS") in issuing private letter rulings, which are not binding on
the IRS except with respect to the taxpayer that receives such a ruling) and
published rulings and procedures all as of the date hereof. An opinion of
counsel merely represents counsel's best judgment with respect to the probable
outcome on the merits and is not binding on the IRS or the courts. There can be
no assurance that positions contrary to our opinions will not be taken by the
IRS, or that a court considering the issues would not hold contrary to such
opinions. Neither Webster nor Maritime Bank has requested a ruling from the IRS
(and no ruling will be sought) as to any of the federal income tax consequences
addressed in this opinion. Furthermore, no assurance can be given that future
legislative, judicial or administrative changes, on either a prospective or
retroactive basis, would not adversely affect the accuracy of the opinion
expressed herein. Nevertheless, we undertake no responsibility to advise you of
any new developments in the law or in the application or interpretation of the
federal income tax laws.
2. This letter addresses only the specific tax opinion set forth above.
This letter does not address any other federal, state, local or foreign tax
consequences that may result from the
Merger or any other transaction (including any transaction undertaken in
connection with the Merger).
3. We express no opinion regarding, among other things, the tax
consequences of the Merger (including the opinion set forth above) as applied to
specific shareholders of Maritime Bank or that may be relevant to particular
classes of Maritime Bank shareholders, such as dealers in securities, corporate
shareholders subject to the alternative minimum tax, foreign persons, and
holders of shares acquired upon exercise of stock options or in other
compensatory transactions. In addition, we express no opinion regarding the tax
consequences to a holder of an option to purchase shares of Maritime Bank Common
Stock who receives an option to purchase shares of Webster Common Stock in
exchange therefor pursuant to the Merger.
4. Our opinion set forth herein is based upon the description of the
contemplated transactions as set forth above in the section captioned "The
Proposed Transaction," the Agreement and the Proxy Statement/Prospectus. If the
actual facts relating to any aspect of the transactions differ from this
description in any material respect, our opinion may become inapplicable. No
opinion is expressed as to any transaction other than those set forth in the
section captioned "The Proposed Transaction," the Agreement and the Proxy
Statement/Prospectus or to any transaction whatsoever, including the Merger, if
all the transactions described in the section captioned "The Proposed
Transaction," the Agreement and the Proxy Statement/Prospectus are not
consummated in accordance with the terms of the section captioned "The Proposed
Transaction," the Agreement and the Proxy Statement/Prospectus and without
waiver or breach of any material provision thereof or if all of the
representations, warranties, statements and assumptions upon which we relied are
not true and accurate at all relevant times. In the event any one of the
statements, representations, warranties or assumptions upon which we have relied
to issue this opinion is incorrect, our opinion might be adversely affected and
may not be relied upon.
This opinion is provided to Webster and Maritime Bank only, and without our
prior consent, may not be relied upon, used, circulated, quoted or otherwise
referred to in any manner by any person, firm, governmental authority or entity
whatsoever other than reliance thereon by Webster, Maritime Bank and the
Maritime Bank shareholders. Notwithstanding the prior sentence, we hereby
consent to the use of the opinion letter as an exhibit to the Registration
Statement and to the use of our name in the Registration Statement and the
filing of our opinion with the Office of Thrift Supervision. In giving the
consent, we do not thereby admit that we are an "expert" within the meaning of
the Securities Act of 1933, as amended.
Sincerely yours,