EXHIBIT 5




                             HOGAN & HARTSON L.L.P.
                           555 THIRTEENTH STREET, N.W.
                             WASHINGTON, D.C. 20004




                                February 8, 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 Financial"),  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 1,738,082
shares of Webster  Financial's  common stock,  par value $.01 per share,  all of
which shares (the "Shares") are to be issued by Webster  Financial in accordance
with the terms of the  Agreement  and Plan of Merger,  dated as of November  11,
1998,  by  and  between  Webster  Financial  and  Village  Bancorp,   Inc.  (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 Financial,  with
          amendments thereto, as certified by the Secretary of Webster Financial
          on the date hereof as then being complete, accurate and in effect.

     4.   The Bylaws of Webster Financial, with amendments thereto, as certified
          by the Secretary of Webster Financial on the date hereof as then being
          complete, accurate and in effect.

     5.   Resolutions of the Board of Directors of Webster  Financial adopted at
          a meeting held on October 26, 1998,  as certified by the  Secretary of
          Webster Financial 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
February 8, 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
Financial 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.