EXHIBIT 5.1
| Robyn P. Turner | |
| Vice President, Corporate Counsel and Corporate Secretary | |
| Selective Insurance Group, Inc. | |
| 40 Wantage Avenue | |
| Branchville, New Jersey 07890 | |
| Tel: (973) 948-3000 |
February 8, 2013
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
RE: Selective Insurance Group, Inc. – Senior Notes Offering
Ladies and Gentlemen:
I am Vice President, Corporate Counsel and Corporate Secretary of Selective Insurance Group, Inc., a New Jersey corporation (the "Company"), and, in such capacity, have acted as counsel to the Company in connection with the public offering of $175,000,000 aggregate principal amount of the Company's 5.875% Senior Notes due 2043 (the "Securities") to be issued under the Indenture, dated as of February 8, 2013 (the "Base Indenture"), as supplemented by the First Supplemental Indenture, dated as of February 8, 2013 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company and U.S. Bank National Association, as Trustee (the "Trustee"). The Company entered into an Underwriting Agreement, dated as of February 5, 2013, with Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (the "Underwriters"), relating to the sale of the Securities by the Company to the Underwriters.
This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).
I have examined (i) the Underwriting Agreement, (ii) the Base Indenture, (iii) the Supplemental Indenture, (iv)the Company’s registration statement on Form S-3 (File No. 333-182166) (the “Registration Statement”) relating to the Securities and other securities of the Company filed on June 15, 2012 with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"),together with its filed exhibitsand including information deemed to be a part of the Registration Statement pursuant toRule 430B of the General Rules and
Regulations under the Securities Act, (v) the global note representing the Securities, registered in the name of The Depository Trust Company or its nominee, (vi) the Amended and Restated Certificate of Incorporation of the Company, as currently in effect (the "Certificate of Incorporation"), (vii) the By-Laws of the Company, as currently in effect (the "By-Laws"), (viii) a copy of certain resolutions of the Board of Directors of the Company, adopted on January 31, 2013, and certain resolutions of the Pricing Committee thereof, adopted onFebruary 5, 2013, (ix) the global certificate evidencing the Securities (the "Note Certificate") and (x) originals or copies, certified or otherwise identified to my satisfaction, of such documents and records of the Company and such other documents and records as in my judgment are necessary or appropriate as a basis for the opinions stated in this letter.
I have relied upon, and not independently verified, the oral or written statements and representations of other officers and representatives of the Company regarding facts material to the opinions, statements, and assumptions stated in this letter.
My opinions below are limited to the laws of the State of New Jersey and the federal laws of the United States of America to the extent referred to specifically herein, and I do not express any opinion concerning any other law.
Based on the foregoing and subject to the qualifications stated herein, I opine that:
(a) The Company has been duly incorporated and is an existing corporation in good standing under the laws of the State of New Jersey;
(b) The Note Certificate has been duly authorized by all requisite corporate action on the part of the Company.
I hereby consent to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K being filed with the Commission today, and to its incorporation by reference into the Registration Statement. I also hereby consent to the use of my name under the heading “Legal Matters” in the prospectus, dated June 15, 2012, which forms a part of, and is included in, the Registration Statement. In giving this consent, I am not admitting that I am a person whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Robyn P. Turner | |
| Robyn P. Turner |