8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________

FORM 8‑K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): June 4, 2013

Boston Private Financial Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Massachusetts	0‑17089	04‑2976299
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

Ten Post Office Square, Boston, Massachusetts 02109

(Address of principal executive offices)

                              (617) 912‑1900                            

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

[   ] Pre‑commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

[   ] Pre‑commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Item 8.01. Other Events.

In connection with the closing of the previously announced underwritten at-the-market offering of 3,900,000 shares of common stock, par value $1.00 per share, of Boston Private Financial Holdings, Inc. (the “Shares”) by BP Holdco, L.P., the opinion of counsel as to the validity of the Shares offered pursuant to the prospectus supplement dated May 29, 2013 is filed herewith and incorporated by reference into the Registration Statement as an exhibit thereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit 5.1 Opinion of Goodwin Procter LLP.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

	BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
	By:	/s/ David J. Kaye
	Name:	David J. Kaye
	Title:	Chief Financial Officer
Date: June 4, 2013

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Goodwin Procter LLP.

EX-5.01

Exhibit 5.1

June 4, 2013

Boston Private Financial Holdings, Inc.

Ten Post Office Square

Boston, Massachusetts 02109

Re:Securities Registered under Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-171600) (as amended or supplemented, the “Registration Statement”) on January 7, 2011 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by Boston Private Financial Holdings, Inc. a Massachusetts corporation (the “Company”) of (i) 401 shares of Series B Non-Cumulative Perpetual Contingent Convertible Preferred Stock, $1.00 par value (the “Series B Preferred”); (ii) 401 shares of Series B-1 Non-Cumulative Perpetual Contingent Convertible Preferred Stock, $1.00 par value (the “Series B-1 Preferred”), issuable upon the conversion of the Series B Preferred; (iii) 7,261,091 shares of common stock, par value $1.00 per share (“Common Stock”), issuable upon the exercise of the Series B Preferred or the Series B-1 Preferred; (iv) 5,443,065 warrants to purchase shares of Common Stock; and (v) 7,421,022 shares of Common Stock. The Registration Statement was declared effective by the Commission on January 28, 2011. Reference is made to our opinion letter dated January 7, 2011 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on May 31, 2013 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by BP Holdco, L.P. of up to 3,900,000 shares of the Company's Common Stock, covered by the Registration Statement and, at the election of the Underwriters, up to 585,000 additional shares of Common Stock (the “Shares”). We understand that the Shares are to be offered and sold in the manner described in the Prospectus Supplement.

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates and other inquiries of officers of the Company.

The opinions set forth below are limited to Massachusetts law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and non-assessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Goodwin Procter llp

GOODWIN PROCTER LLP