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Exhibit 5.1
January 18, 2001
Investors Financial Services Corp.
200 Clarendon Street
Boston, Massachusetts 02117-9130
Re: S-3 Registration Statement
Ladies and Gentlemen:
This opinion relates to an aggregate of 1,380,000 shares (the
"Shares") of Common Stock, $.01 par value per share (the "Common Stock"), of
Investors Financial Services Corp., a Delaware corporation (the "Company"),
which are the subject matter of a Registration Statement on Form S-3 (File
No. 333-51278) (the "Registration Statement") filed pursuant to the
Securities Act of 1933, as amended.
The 1,380,000 shares of Common Stock covered by the Registration
Statement are being sold by the Company and include 180,000 shares subject to an
over-allotment option granted by the Company to the underwriters named in the
prospectus included in the Registration Statement.
We have reviewed the corporate proceedings taken by the Board of
Directors of the Company with respect to the authorization and issuance of the
Shares. We have also examined and relied upon originals or copies, certified or
otherwise authenticated to our satisfaction, of all corporate records,
documents, agreements or other instruments of the Company and have made all
investigations of law and have discussed with the Company's officers all
questions of fact that we have deemed necessary or appropriate.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued, sold and delivered against payment therefor in accordance
with the terms described in the Prospectus, will be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm in the Prospectus under
the caption "Validity of Common Stock."
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
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TESTA, HURWITZ & THIBEAULT, LLP
