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EXHIBIT 5.1
May 21, 1998
Litchfield Financial Corporation
000 Xxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of up to 1,322,500 shares (the "Shares") of Common Stock, par value
$.01 per share, of Litchfield Financial Corporation, a Massachusetts corporation
(the "Company"), proposed to be sold by the Company and Selling Stockholders,
pursuant to an Underwriting Agreement (the "Underwriting Agreement") among the
Company, Xxxxxx Xxxxxxx Incorporated, XxXxxxxx & Company Securities, Inc. and X.
X. Xxxxxxxx & Co., as underwriters (the "Underwriters"), we have examined such
corporate records and other documents, including the Registration Statement on
Form S-3, of even date herewith, relating to such Shares (the Registration
Statement as declared effective being hereinafter referred to as the
"Registration Statement") and the related prospectus, and have reviewed such
matters of law as we have deemed necessary as a basis for the opinion as
hereinafter expressed.
Based upon the foregoing and having regard for such legal considerations
as we deem relevant, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of
the Commonwealth of Massachusetts;
2. The Company is authorized to issue 12,000,000 shares of Common
Stock, par value $.01 per share, and 1,000,000 Shares of
Preferred Stock, par value $.01 per share; and
3. The Company has duly authorized the issuance of up to 1,172,500
shares being offered by the Company pursuant to the Registration
Statement. The 150,000 shares being offered by the Selling
Stockholders are duly authorized, and 110,000 are validly issued,
fully paid and non-assessable. When issued and sold under the
circumstances contemplated in the Registration Statement, the
1,172,500 shares being offered by the Company and 40,000 shares
issuable upon the exercise of options being offered by the
Selling Stockholders, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3 and to the reference to us under the
caption "Legal Matters" in the Registration Statement.
Very truly yours,
/s/ Xxxxxxxx, Xxxxxxx & Xxxxxxx
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XXXXXXXX, XXXXXXX & XXXXXXX
A Professional Corporation
