EXHIBIT 5
[LETTERHEAD OF MICHAEL P. MALONEY, ESQ.]
June 30, 1998
Orion Capital Corporation
9 Farm Springs Road
Farmington, CT 06032
Orion Capital Corporation:
In connection with the Registration Statement on Form S-8 relating to
200,000 shares of Common Stock, (par value $1.00 per share) (the "Shares") of
Orion Capital Corporation ("Orion") under the Stock Option Plan for Non-Employee
Directors (the "Plan"), it is my opinion that:
1. Orion is duly incorporated and validly existing in good standing
under the laws of the State of Delaware.
2. All necessary corporate proceedings have been taken to authorize the
issuance of the Shares under the Plan, and all such Shares, upon
issuance in accordance with the Plan and upon full payment in cash
for such Shares issued, will be validly issued and outstanding and
fully paid and non-assessable.
In preparing this opinion, I have examined certificates of public
officials, certificates of officers and copies certified to my satisfaction of
such corporate documents and records of Orion and such other papers as I have
thought relevant and necessary as a basis for my opinion. I have relied on such
certificates in connection with the accuracy of actual matters contained in such
documents which were not independently established.
I consent to the use of this opinion in the Registration Statement and to
the reference to my name under the heading "Legal Opinion" in the Prospectus. In
giving such consent, I do not admit that I come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, or the
Rules and Regulations of the Securities and Exchange commission.
Very truly yours,
/s/ Michael P. Maloney
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Michael P. Maloney
Senior Vice President,
General Counsel and
Secretary