EXHIBIT 5

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




                                 March 18, 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") (File No.  333-71983),  as
amended by Pre-Effective  Amendment No. 1 thereto, filed with the Securities and
Exchange  Commission relating to the proposed offering of up to 2,451,214 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  and  Pre-Effective
          Amendment No. 1 thereto.

     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
March 18, 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, as amended, (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  Pre-Effective
Amendment No. 1 to 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
Pre-Effective Amendment No. 1 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  Pre-Effective  Amendment  No.  1 to  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.