<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ALLIANCE BANCORP OF NEW ENGLAND, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE
(State of Other Jurisdiction of Incorporation or Organization)
06-1495617
I.R.S. Employer Identification Number
348 Hartford Turnpike
Vernon, CT 06066
(860) 875-2500
----------------------------------------
(Address of Principal Executive Offices)
ALLIANCE BANCORP OF NEW ENGLAND, INC.
1999 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
-------------------------------------------------
(Full Title of Plan)
Cynthia S. Harris
Secretary
Alliance Bancorp of New England, Inc.
348 Hartford Turnpike
Vernon, CT 06066
(860) 875-2500
---------------------------------------------------------
(Name, Address and Telephone Number of Agent for Service)
with a copy to:
Raymond J. Gustini, Esq.
Nixon Peabody, LLP
1255 23rd St., N.W.
Washington, D.C. 20037
(202) 973-7700
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be Registered To Be Registered Price per Share(1) Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common stock,
par value $.01
per share 161,000 $8.8125 $1,418,813 $419
</TABLE>
(1) Estimated pursuant to Rules 457(c) and (h) based on the closing price of the
common stock on October 21, 1999, as reported on the American Stock
Exchange.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated in this Registration
Statement as reference:
A. Annual Report on Form 10-K of Alliance Bancorp of New England, Inc.
("Alliance") for the fiscal year ended December 31, 1998 previously filed on
March 29, 1999.
B. Quarterly reports on Form 10-Q of Alliance for the fiscal quarter
ended March 31, 1999, filed on May 14, 1999, and for the fiscal quarter ended
June 30, 1999, filed on August 16, 1999.
C. The description of Alliance common stock which is contained in the
Registration Statement on Form 8-A filed with the Commission on September 23,
1997, under Section 12 of the Securities Exchange Act of 1934.
Such incorporation by reference shall not be deemed to specifically
incorporate by reference the information referred to in Item 402(a) (8) of
Regulation S-K.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold are incorporated herein by reference and such
documents shall be deemed to be a part hereof from the date of filing of such
documents. Any statement contained in this Registration Statement or in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
2
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The validity of the securities registered hereby is being passed upon
for Alliance by Nixon Peabody, LLP, Washington, D.C.
Item 6. Indemnification of Directors and Officers.
Alliance's Certificate of Incorporation or bylaws provide that it will
indemnify its directors and officers and may indemnify its employees and agents
to the full extent authorized by Delaware law in connection with certain matters
in which they may be involved because of their positions with Alliance,
including criminal, civil, administrative or investigative proceedings. Delaware
law permits indemnification for expenses (including attorney's fees), judgments,
fines, penalties and amounts paid in settlement in third-party actions involving
such persons, provided there is a determination by a majority vote of the
disinterested directors, by independent legal counsel, by the shareholders or by
a court that the person seeking indemnification acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of
Alliance and, in the case of any criminal action, had no reason to believe his
conduct was unlawful.
In the case of derivative actions on behalf of Alliance, Delaware law
generally permits indemnification for expenses (including attorneys' fees) in
defending oneself, assuming a determination as to the conduct of the person
seeking to be indemnified similar to that required for third-party actions.
Delaware law provides for advances of legal expenses as they are
incurred to persons seeking to be indemnified, provided that the person
receiving the advances undertakes to repay such amounts if it is subsequently
determined that he or she is not entitled to indemnification.
The obligation of Alliance to provide indemnification as described
above will continue, even if the Certificate of Incorporation or bylaws are
subsequently amended to restrict or eliminate the right to indemnification, with
respect to any state of facts existing at or before the time of such amendment
and any proceeding, whenever brought, based in whole or in part upon any such
state of facts. Alliance is presently unaware of any actual or threatened
actions or proceedings that might result in a claim for indemnification under
Alliance's bylaws.
Alliance has included in its Certificate of Incorporation a provision
which eliminates the personal liability of Directors and officers acting in the
capacity of Directors or performing duties as a Director, for monetary damages
to Alliance and its shareholders for breach of their fiduciary duty except for
liability for: (i) willful or negligent violations of certain provisions of the
Delaware General Corporation Law with respect to the unlawful payment of
dividends or unlawful stock purchases or redemptions; (ii) a breach of a
Director's duty of loyalty to Alliance or its shareholders; (iii) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law; or (iv) a transaction from which the Director derived
improper personal benefit. This provision relieves Alliance's directors of
liability to Alliance and to shareholders for negligence in the performance of
their duties, including gross negligence, subject to the limitations specified
below. It thus could eliminate liability of Directors, and officers acting as
Directors, even for grossly negligent business decisions in certain
3
<PAGE>
circumstances. It does not eliminate or limit liability of Directors arising in
connection with causes of action brought under the federal securities laws or to
parties other than Alliance or its shareholders. The provision has no effect on
the availability of equitable remedies, such an injunction or rescission, based
upon a Director's breach of his fiduciary duty to Alliance and to shareholders.
At present, there are no pending or contemplated actions or proceedings against
any Directors of Alliance, and Alliance knows of no threatened litigation
against its Directors that would be affected by the foregoing provisions of law.
The effect of these provisions would be to permit indemnification by
Alliance for liabilities arising out of the Securities Act of 1933, as amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
4.1 Certificate of Incorporation of Alliance Bancorp of
New England, Inc. (incorporated herein by reference
to Exhibit 99.1 to Alliance's Registration Statement
on Form 8-A filed with the Commission on September
23, 1997)
4.2 Bylaws of Alliance Bancorp of New England, Inc.
(incorporated herein by reference to Exhibit 99.2 to
Alliance's Registration Statement on Form 8-A filed
with the Commission on September 23, 1997)
4.3 Alliance Bancorp of New England, Inc. 1999 Stock
Option Plan for Non-Employee Directors
5 Opinion of Nixon Peabody, LLP as to the legality of
securities registered hereby including consent of
such counsel
23.1 Consent of KPMG LLP
23.2 Consent of Nixon Peabody, LLP (See Exhibit 5)
24 Power of Attorney (reference made to signature Page)
4
<PAGE>
Item 9. Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high and of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
5
<PAGE>
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vernon, Connecticut on this 28th day of October, 1999.
ALLIANCE BANCORP OF
NEW ENGLAND, INC.
By: /s/ Joseph H. Rossi
----------------------------------------
Joseph H. Rossi
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW BY ALL THESE PRESENTS that each individual whose signature appears
below hereby constitutes and appoints Joseph H. Rossi and David H. Gonci, and
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and all documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing which
they, or either of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for either or both of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
7
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Joseph H. Rossi President, Chief Executive October 26, 1999
- ------------------------------ Officer and Director
Joseph H. Rossi (Principal Executive Officer)
/s/ David H. Gonci Senior Vice President and October 26, 1999
- ------------------------------ Chief Financial Officer
David H. Gonci (Principal Accounting and
Financial Officer)
/s/ Robert C. Boardman Director October 26, 1999
- ------------------------------
Robert C. Boardman
/s/ Joseph P. Capossela Director October 26, 1999
- ------------------------------
Joseph P. Capossela
/s/ William E. Dowty Director October 26, 1999
- ------------------------------
William E. Dowty
/s/ D. Anthony Guglielmo Director October 26, 1999
- ------------------------------
D. Anthony Guglielmo
/s/ Reginald U. Martin Director October 26, 1999
- ------------------------------
Reginald U. Martin
Douglas J. Moser Director October 26, 1999
- ------------------------------
/s/ Patricia A. Noblet Director October 26, 1999
- ------------------------------
Patricia A. Noblet
/s/ Kenneth R. Peterson Director October 26, 1999
- ------------------------------
Kenneth R. Peterson
/s/ Mark L. Summers Director October 26, 1999
- ------------------------------
Mark L. Summers
</TABLE>
8
<PAGE>
EXHIBIT 4.3
ALLIANCE BANCORP OF NEW ENGLAND, INC.
1999 Stock Option Plan for Non-Employee Directors
The purpose of this Alliance Bancorp of New England, Inc. 1999 Stock
Option Plan for Non-employee Directors (the "Directors' Option Plan" or the
"Plan") is to promote the growth and profitability of Alliance Bancorp of New
England, Inc. (the "Company"), to attract and retain experienced persons of the
highest caliber as directors, to provide non-employee directors with an
incentive to assume the significant duties and responsibilities entailed
therewith and to achieve the long-term objectives of the Company by providing
non-employee directors with a personal and financial interest in the success of
the Company and its subsidiary, Tolland Bank (the "Bank"), through the ownership
of common stock of the Company. Pursuant to the Directors' Option Plan, such
directors will be offered the opportunity to acquire such common stock through
the grant of options under such Plan. The Plan is effective April 7, 1999.
As used in this Plan, the term "subsidiary" shall mean any present or
future corporation which becomes a "subsidiary corporation" of the Company
within the meaning of Section 424 of the Internal Revenue Code of 1986, as
amended from time to time (the "Code").
1. Administration of the Plan.
(a) The Plan shall be administered by the Personnel Committee (the
"Committee") as appointed from time to time by the Board of Directors of the
Company, a majority of which Committee shall consist of members of the Board of
Directors who are not, and were not at any time during the one-year period prior
to such appointment, employees of the Company or the Bank or any affiliate of
the Company or the Bank. The Committee may establish such rules as it deems
necessary for the proper administration of the Plan, make such determinations
and interpretations with respect to the Plan and options granted hereunder as
may be necessary or desirable and include such further provisions or conditions
in such options as it deems advisable. Any determination or interpretation made
by the Committee hereunder shall be conclusive and binding upon each of the
Company, the Bank and the participant.
2. Shares Subject to the Plan.
(a) The maximum aggregate number of shares of Stock that may be issued
or transferred pursuant to the exercise of options under the Plan is 161,000
shares of Common Stock, $.01 par value (the "Stock") of the Company. Such shares
may be authorized and unissued shares or previously issued shares acquired or to
be acquired by the Company and held in treasury. Any shares subject to an option
which for any reason expires or terminates unexercised may again be subject to
an option under the Directors' Option Plan.
9
<PAGE>
(b) In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the Stock, the aggregate number and kind of shares or securities of
the Company that may be issued under the Plan and the price of such shares,
shall be appropriately adjusted by the Committee (whose determination shall be
conclusive and binding upon each of the Company, the Bank and the participant)
so that the proportionate number of shares or securities shall be maintained as
before the occurrence of such event.
(c) The Company shall at all times while the Plan is in force reserve
such number of shares of Stock as will be sufficient to satisfy the requirements
of the Plan.
3. Participants.
Options shall only be granted to present or future non-employee members
of the Company's Board of Directors, as specified in 4(d) or 5(e) below.
4. Options.
(a) Options granted under the Plan shall be non-statutory stock
options. The granting date for each option shall be the date on which it is
approved by the Committee, or such later date as the Committee may specify.
Options granted hereunder shall be evidenced by stock option certificates in
such form not inconsistent with the Plan as the Committee may from time to time
determine.
(b) (i) The price per share at which stock may be from time to time
optioned shall be the fair market value on the day the award is granted.
(ii) Stock purchased upon exercise of an option under the Plan
shall be paid for in cash or by certified check payable to the order of the
Company, provided that the Committee may in its discretion permit the option
price to be paid in whole or in part with shares of Stock of the Company having
a fair market value as determined by the Company equal in amount to the option
price, by a recourse note, in installments, or by delivery of a properly
executed notice together with an undertaking by a broker to deliver promptly to
the Company sale or loan proceeds equal in amount to the option price.
(c) All options shall be immediately exercisable except those granted
pursuant to 4(d)(ii). All options shall have a term of ten years from the date
of grant.
(d) Subject to 5(e) below, the only options granted hereunder shall be
as follows:
10
<PAGE>
(i) On the effective date of the Plan, all individuals who
served as non-employee directors of the Company for all of the 1998 calendar
year shall each be granted options to purchase 1,600 shares of Stock.
(ii) Upon either first election (but not re-election) by the
stockholders to the Board of Directors of the Company or the appointment to the
Board by the Board in order to fill the remainder of an unexpired term of any
non-employee director who has not received options pursuant to 4(d)(i) above,
the director shall receive options to purchase 5,000 shares of Stock. Options
awarded pursuant to this subparagraph 4(d)(ii) shall vest and become exercisable
upon the completion of one (1) year of service as a director. Any non-employee
director serving on the Board at the effective date of this Plan who does not
receive an option award pursuant to 4(d)(i) shall be eligible for an award
pursuant to this subparagraph.
(iii) All non-employee directors of the Company serving on the
effective date of this Plan shall receive options to purchase 800 shares of
Stock. On each annual anniversary date of the effective date of this Plan all
then serving non-employee directors shall receive options to purchase 800 shares
of Stock. Notwithstanding anything in this subparagraph 4(d)(iii) to the
contrary, no non-employee director shall be eligible to receive an option award
pursuant to this subparagraph in the same twelve (12) month period he or she
receives an award pursuant to 4(d)(ii).
5. Other Provisions Relating to Options.
(a) Options granted under the Plan shall not be transferable by the
holder thereof otherwise than by will or the laws of descent and distribution.
Each option shall be exercisable, during a participant's lifetime, only by him
or her. After a participant's death, an option shall be exercisable only by the
executor, administrator or other legal representative of the estate of the
participant (the "Representative").
(b) In the event of a consolidation or merger of the Company or the
Bank with another corporation, the sale or exchange of all or substantially all
the assets of the Company or the Bank or a reorganization or liquidation of the
Company or the Bank, each holder of any outstanding option shall be entitled to
receive upon exercise and payment in accordance with the terms of the option the
same shares, securities or property that such holder would have been entitled to
receive upon the occurrence of such event if such holder had been, immediately
prior to such event, the holder of the number of shares of Stock purchasable
under his or her option or, if another corporation shall be the survivor, such
corporation shall substitute therefor substantially equivalent shares,
securities or property of such other corporation; provided, however, that in
lieu of the foregoing the Committee may upon written notice to each holder of an
outstanding option provide that such option shall terminate on a date not less
than 20 days after the date of such notice unless theretofore exercised. In
connection with such notice, the Committee may in its discretion accelerate or
waive any deferred exercise period.
11
<PAGE>
(c) In the event that the Committee shall at any time prior to the
exercise in full by a participant of options held by him or her (and regardless
of whether such participant is then a director of the Company) determine that
such participant either before or after the termination of his or her
directorship with the Company has committed an act of misconduct for which such
participant (if the participant had been an employee) could have been discharged
for cause by the Company or has participated or engaged in any business activity
determined by the Committee to be in any way harmful or prejudicial to the
interests of the Company, such options shall forthwith terminate, and
notwithstanding any other provisions hereof, such participant shall not
thereafter be entitled to exercise such options in whole or in part. Any
determination made by the Committee hereunder shall be conclusive and binding
upon both the Company and the participant.
(d) In the case of a participant who terminates service as a director
due to retirement after serving at least one full three year term and having at
least one time been elected by the stockholders ("Retirement"), or illness,
before having exercised all such granted options, such options may be exercised
in whole or in part within one year of the date of termination. If a
participant's service as a director is terminated for any reason other than
Retirement or illness, any options received pursuant to Section 4(d)(iii) that
have not been exercised shall be forfeited. Upon the death of a participant, the
participant's Representative shall have the right, at any time within one year
after the date of death, to exercise in whole or in part any options that were
available to the participant at the time of his or her death. Notwithstanding
the foregoing, no option shall be exercisable after the expiration of the
applicable exercise period.
(e) Options may be granted under the Plan in substitution for options
held by directors of a corporation who become directors of the Company or any
subsidiary corporation of the Company eligible to receive options under the Plan
as a result of an acquisition transaction. The terms and conditions of the
substitute options granted may vary from those set forth in the Plan to the
extent deemed appropriate by the Committee to conform to the provisions of the
options for which they are substituted.
6. Withholding Taxes.
Upon the exercise of non-statutory stock options, the participant shall
be required to pay to the Company or authorize the Company to deduct from other
amounts payable to the participant the amount of any taxes that the Company is
required to withhold with respect to such exercise. The participant may elect to
satisfy such withholding obligation by (a) delivering to the Company Stock owned
by such individual having a fair market value equal to such withholding
obligation or (b) requesting that the Company withhold from the shares of Stock
to be delivered a number of shares of Stock having a fair market value equal to
such withholding obligation.
12
<PAGE>
7. Determination of Market Value.
For purposes of this Plan, "fair market value" of the Stock as of any
date shall be reasonably determined by the Board in good faith; provided,
however, that if there is a public market for the Stock, the fair market value
of the Stock as of any date shall be the average of the representative closing
bid and asked prices, as quoted by the National Association of Securities
Dealers through NASDAQ or any other reasonably reliable system for reporting
quotes for the date in question; or, if the Stock is listed on the NASDAQ/NMS or
is listed on a national stock exchange, the officially quoted closing price on
such system or exchange on the date in question.
8. Amendment or Termination.
The Committee may amend or terminate the Plan at any time, provided
that any such amendment shall be subject to the approval of the stockholders of
the Company in accordance with applicable law and regulations if such approval
is necessary to satisfy the requirements of Rule 16b-3 (or any successor rule)
under the Exchange Act or other regulatory requirements. Unless hereafter
amended to provide for a different
13
<PAGE>
Exhibit 5
[NIXON PEABODY LLP LETTERLEAD]
October 27, 1999
Board of Directors
Alliance Bancorp of New England, Inc.
348 Hartford Turnpike
Vernon, CT 06066
Ladies and Gentlemen:
We have acted as counsel for Alliance Bancorp of New England, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offering of up to 161,000 shares (the "Shares") of
the Company's common stock, $0.01 par value, pursuant to the Alliance Bancorp of
New England, Inc., 1999 Stock Option Plan for Non-Employee Directors (the
"Plan").
In arriving at the opinions expressed below, we have examined and
relied on the following documents:
(i) the Registration Statement;
(ii) the Plan;
(iii) the Certificate of Incorporation of the Company, as amended;
(iv) the By-Laws of the Company, and
(v) the certificate of tabulation of the Inspector of Elections, dated
April 13, 1999.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such other records,
documents and instruments of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below. We have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
14
<PAGE>
Based upon the foregoing, we are of the opinion that:
1. The Company, under the General Corporation Law of Delaware, has the
power necessary for the issuance of the Shares in the manner set forth in the
Registration Statement.
2. The Company, under the General Corporation Law of Delaware, has
taken all necessary action required to authorize the issuance and sale of the
Shares.
3. When the aforesaid offering is completed and the Shares are issued
in the manner contemplated by the Registration Statement, the Shares will be
validly issued, fully paid and non-assessable.
The opinions set forth above represents our conclusion as to the
application of the General Corporation Law of Delaware and federal laws to the
instant matter, and we can give no assurance that changes in such laws, or in
the interpretation thereof, will not affect the opinion expressed by us.
Moreover, there can be no assurance that a court considering the issues would
not hold contrary to such opinion. Further, the opinion set forth represents our
conclusions based upon the documents reviewed by us and the facts presented to
us. Any material amendments to such documents or changes in any significant fact
could affect the opinion expressed herein.
Our opinion is further qualified to the extent that the validity of any
provision of the Plan or the rights of any grantee under the Plan may be subject
to or affected by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights of creditors generally.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to the Firm in the Registration
Statement under the caption, "Experts."
Very truly yours,
/s/
-----------------------------------------
Nixon Peabody LLP
<PAGE>
Exhibit 23.1
Independent Auditor's Consent
The Board of Directors
Alliance Bancorp of New England, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG LLP
- ------------
KPMG LLP
Hartford, Connecticut
October 27, 1999
