Exhibit 5


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




                               September 29, 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 on the date hereof with the
Securities and Exchange  Commission  relating to the proposed  offering of up to
8,054,374  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 June 29, 1999,  by and
between Webster and New England Community 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.   Section
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
                    Financial  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  June  24,  1999,  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 all natural   persons,
the accuracy and completeness of all documents submitted to us, the authenticity
of all original documents, and the conformity to authentic original documents of
all documents submitted to us as copies (including telecopies).



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 Delaware
corporate  law.  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.

          This opinion letter has been prepared for your use in connection  with
the  Registration  Statement  and  speaks  as of the date  hereof.  We assume no
obligation  to advise you of any  changes  in the  foregoing  subsequent  to the
delivery of this opinion letter.

          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.