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EXHIBIT 5 OPINION OF MULDOON, MURPHY AND FAUCETTE LLP
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November 29, 2000
Board of Directors
Connecticut Bancshares, Inc.
923 Main Street
Manchester, Connecticut 06040
Re: Connecticut Bancshares, Inc. 2000 Stock-Based Incentive Plan
Registration Statement on Form S-8 for Offer and Sale of
1,572,480 Shares of Common Stock
Ladies and Gentlemen:
We have been requested by Connecticut Bancshares, Inc., a Delaware
corporation (the "Company"), to issue a legal opinion in connection with the
registration (the "Registration") of 1,572,480 shares of the Company's Common
Stock, $.01 par value (the "Shares"), on Form S-8 under the Securities Act of
1933. The Registration covers 1,123,200 Shares that may be issued upon the
exercise of stock options and 449,280 Shares that may be distributed as
restricted stock awards under the Connecticut Bancshares, Inc. 2000 Stock-Based
Incentive Plan (the "Plan").
We have made such legal and factual examinations and inquiries as we
deemed advisable for the purpose of rendering this opinion. In our examination,
we have assumed and have not verified (i) the genuineness of all signatures,
(ii) the authenticity of all documents submitted to us as originals, (iii) the
conformity with the originals of all documents supplied to us as copies, and
(iv) the accuracy and completeness of all corporate records and documents and of
all certificates and statements of fact, in each case given or made available to
us by the Company or its subsidiary.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved for issuance under the Plan are duly
authorized and, upon payment for and issuance of the Shares in the manner
described in the Plan, will be, legally issued, fully paid and nonassessable.
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Board of Directors
November 29, 2000
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The following provisions of the Certificate of Incorporation may not be
given effect by a court applying Delaware law, but in our opinion the failure to
give effect to such provisions will not affect the duly authorized, validly
issued, fully paid and nonassessable status of the Common Stock:
(a) Subsections C.3 and C.6 of Article FOURTH which grant the
Board the authority to construe and apply the provisions of
that Article and subsection C.4 of Article FOURTH, to the
extent that subsection obligates any person to provide the
Board the information such subsection authorizes the Board to
demand, in each case to the extent, if any, that a court
applying Delaware law were to impose equitable limitations
upon such authority; and
(b) Article NINTH which authorizes the Board to consider the
effect of any offer to acquire the Company on constituencies
other than stockholders in evaluating any such offer.
This opinion is rendered to you solely for your benefit in connection with
the issuance of the Shares as described above. This opinion may not be relied
upon by any other person or for any other purpose, and it should not be quoted
in whole or in part or otherwise referred to or be furnished to any governmental
agency (other than the Securities and Exchange Commission in connection with the
aforementioned Registration Statement on Form S-8 in which this opinion is
contained) or any other person or entity without the prior written consent of
this firm.
We note that, although certain portions of the registration statement on
Form S-8 (the financial statements and schedule) have been included therein
(through incorporation by reference) on the authority of "experts" within the
meaning of the Securities Act, we are not experts with respect to any portion of
the Registration Statement, including without limitation to the financial
statements or schedules or the other financial information or data included
therein.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8, and we consent to the use of the
name of our firm under the heading "Interests of Named Experts and Counsel."
Very truly yours,
/s/ Muldoon, Murphy & Faucette LLP
MULDOON, MURPHY & FAUCETTE LLP
