Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
November 13, 2000
Washington Trust Bancorp, Inc.
23 Broad Street
Westerly, Rhode Island 02891
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In accordance with Item 601(a) of Regulation S-K, we are furnishing this
opinion to you in our capacity as special counsel to Washington Trust Bancorp,
Inc. (the "Company") in connection with the preparation of a Registration
Statement on Form S-3 (the "Registration Statement"), to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and relating to the registration of 1,010,808 shares (the "Registered Shares")
of the Company's common stock, par value $0.0625 per share. The Registered
Shares were issued by the Company to the holders (the "Selling Stockholders") of
all of the outstanding shares of common stock of Phoenix Investment Management
Company, Inc. ("Phoenix") pursuant to the terms and conditions of an Agreement
and Plan of Merger dated as of April 24, 2000 among the Company, The Washington
Trust Company, PhxIMC Acquisition Corp., Phoenix and the Selling Stockholders.
In connection with the opinion expressed below, we have been furnished
with and have examined originals, or copies certified or otherwise identified to
our satisfaction, of (i) the Company's Articles of Incorporation, as amended and
restated; and (ii) the Company's Amended and Restated By-Laws, each as presently
in effect, and such records, certificates and other documents of the Company as
we have deemed necessary or appropriate for the purpose of this opinion.
For purposes of our examination, we have assumed and have not
independently verified the legal capacity of all natural persons, the
genuineness of all signatures, the conformity to originals of all documents
submitted to us as certified or photostatic copies and the authenticity of all
documents submitted to us as originals or used as a basis for certified or
photostatic copies. In examining documents executed by persons or entities other
than the Company, we have assumed that each such other person or entity had the
power or legal capacity to enter into and perform all its obligations thereunder
and that all such documents have been duly authorized, executed and delivered by
each such person or entity and constitute valid and binding obligations of such
person or entity, enforceable against them in accordance with their terms, and
we have made no attempt to consider the effect of any federal or state law or
regulation upon any such other person or entity.
Members of our firm are admitted to the Bar of The Commonwealth of
Massachusetts and certain other jurisdictions; however, we express no opinion as
to the laws of any other jurisdiction other than the federal laws of the United
States of America and The Commonwealth of Massachusetts. We note that the
Company is organized under the laws of the State of Rhode Island. Accordingly,
we have assumed that the law of that state is identical to the law of The
Commonwealth of Massachusetts in all relevant respects and the opinion expressed
below is subject to such assumption.
Based upon the foregoing, we are of the opinion that the Registered
Shares are legally issued, fully paid and nonassessable by the Company under the
applicable laws of the State of Rhode Island.
This opinion is given as of the date first set forth above, and we
assume no obligation to update this opinion. We hereby consent to the inclusion
of this opinion as an exhibit to the Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
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GOODWIN, PROCTER & HOAR LLP
