EXHIBIT 5



                                October 30, 2002

Board of Directors
Webster Financial Corporation
Webster Plaza

Waterbury, CT  06702

Ladies and Gentlemen:

                  We are acting as special counsel to Webster Financial
Corporation, a Delaware corporation (the "Company"), in connection with its
registration statement on Form S-3 (the "Registration Statement"), filed with
the Securities and Exchange Commission relating to the proposed public offering
of up to 83,720 shares of the Company's common stock, par value $0.01 per share,
all of which shares (the "Shares") may be sold by certain selling stockholders
(each a "Selling Shareholder"). 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.    The Second Restated Certificate of Incorporation of the
                        Company, as certified by the Secretary of Corporation on
                        the date hereof as being complete, accurate and in
                        effect.

                  3.    The Bylaws of the Company, with amendments thereto, as
                        certified by the Secretary of the Company on the date
                        hereof as being complete, accurate, and in effect.

                  4.    Resolutions of the Board of Directors of the Company
                        adopted at a meeting held on July 22, 2002, as certified
                        by the Secretary of the Company on the date hereof as
                        being complete, accurate, and in effect, relating to,
                        among other things, the original 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
the Delaware General Corporation Law, as amended. We express no opinion herein
as to any other laws, statutes, ordinances, rules, or regulations. As used
herein, the term "Delaware General Corporation Law, as amended" includes the
statutory provisions contained therein, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these laws.





                  Based upon, subject to and limited by the foregoing, we are of
the opinion that assuming receipt by the Company of the consideration for the
Shares specified in the resolutions of the Board of Directors referred to in
Paragraph 4, the Shares are 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 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,

                                                   /s/ Hogan & Hartson L.L.P.
                                                   --------------------------
                                                    HOGAN & HARTSON L.L.P.