Exhibit 5(A)



                                                         June 14, 2006


Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601


                      RE: Registration Statement on Form S-8


Gentlemen:

     I  am  Counsel  of  Old  Republic  International  Corporation,  a  Delaware
corporation  (the  "Company").  This opinion is rendered in connection  with the
Registration  Statement  on Form S-8  filed  with the  Securities  and  Exchange
Commission (the "Commission")  relating to the registration of 20,686,127 shares
of the  Company's  Common  Stock,  $1.00 par value  per  share  (the  "Shares"),
pursuant  to the  terms  of the  Old  Republic  International  Corporation  2006
Incentive  Compensation Plan (the "Plan").  In this connection,  I have examined
originals or copies  identified to my satisfaction of such documents,  corporate
and other  records,  certificates  and other  papers  as I deemed  necessary  to
examine for purposes of this opinion,  including but not limited to the Restated
Certificate of Incorporation and By-laws of the Company, as amended, resolutions
of the board of directors of the Company, and the Plan.

     It is my opinion that the Shares, when issued pursuant to the Plan, will be
legally issued, fully paid and non-assessable.

     I consent to the filing of this  opinion as an exhibit to the  Registration
Statement and to the reference to my name under  "Interests of Named Experts and
Counsel" in the Registration Statement and under "Legal Opinions" in the related
Prospectus.

                                                       Very truly yours,

                                                       /s/ William J. Dasso
                                                       ------------------------
                                                           William J. Dasso
                                                           Counsel


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