Exhibit 5
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
September 1, 2000
First International Bancorp, Inc.
280 Trumbull Street
Hartford, CT 06103
Re: Registration Statement on Form S-8
401(K) Plan
Ladies and Gentlemen:
This opinion is furnished in connection with the registration,
pursuant to a Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Act"), to be filed with the Securities and Exchange
Commission on or about September 1, 2000 (the "Registration Statement"), of
interests (the "Interests") in the First International Bancorp, Inc. 401(K)
Plan (the "Plan") and 75,000 shares (the "Shares") of common stock, par value
$0.10 per share (the "Common Stock"), of First International Bancorp, Inc., a
Delaware corporation (the "Company"), that may be purchased by participants in
the Plan from time to time.
We have acted as counsel to the Company in connection with the
foregoing registration of the Interests and the Shares. We have examined and
relied upon originals or copies of such records, instruments, certificates,
memoranda and other documents as we have deemed necessary or advisable for
purposes of this opinion and have assumed, without independent inquiry, the
accuracy of those documents. In that examination, we have assumed the
genuineness of all signatures, the conformity to the originals of all documents
reviewed by us as copies, the authenticity and completeness of all original
documents reviewed by us in original or copy form and the legal competence of
each individual executing such documents.
This opinion is limited solely to the Delaware General Corporation
Law, as applied by courts located in Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting those
laws.
Based upon and subject to the foregoing, we are of the opinion that
the Shares, when issued in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.
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We consent to the filing of a copy of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP
