Exhibit 5.1
[THACHER PROFFITT & WOOD LETTERHEAD]
October 20, 2000
Board of Directors
Port Financial Corp.
1380 Soldiers Field Road
Brighton, MA 02135
Re: Registration Statement on Form S-8
Members of the Board:
We have acted as special counsel for Port Financial Corp., a
Massachusetts corporation (the "Company"), in connection with the filing of
a registration statement on Form S-8 under the Securities Act of 1933, as
amended ("Registration Statement") with respect to 744,282 shares of the
Company's common stock, par value $0.01 per share (the "Common Stock"), to
be offered pursuant to the Port Financial Corp. 2000 Stock Option Plan and
297,713 shares of the Company's Common Stock to be offered pursuant to the
Port Financial Corp. 2000 Recognition and Retention Plan (collectively the
"Plans").
In rendering the opinion set forth below, we do not express any
opinion concerning law other than the laws of the Commonwealth of
Massachusetts and the federal securities laws of the United States.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as
we have deemed necessary or advisable for purposes of this opinion. As to
matters of fact, we have examined and relied upon the Plans described above
and, where we have deemed appropriate, representations or certificates of
officers of the Company or public officials. We have assumed the
authenticity of all documents submitted to us as originals, the genuineness
of all signatures, the legal capacity of natural persons and the conformity
to the originals of all documents submitted to us as copies.
Based on the foregoing, we are of the opinion that the shares of
Common Stock that are being registered pursuant to the Registration
Statement have been duly authorized and, when issued and paid for in
accordance with the terms of the Plans, such shares will be validly issued,
fully paid and non-assessable.
This opinion is given solely for the benefit of the Company and
purchasers of shares under the Plans, and may not be relied upon by any
person or entity, nor quoted in whole or in part, or otherwise referred to
in any document without our express written consent.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm's name therein.
Very truly yours,
Thacher Proffitt & Wood
By: /s/ Richard A. Schaberg
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Richard A. Schaberg, Esq.
