USF&G Corporation
January 24, 1994
Page
EXHIBIT 5
January 24, 1994
USF&G Corporation
100 Light Street
Baltimore, Maryland 21202
Ladies and Gentlemen:
We have acted as counsel to USF&G Corporation, a Maryland
corporation (the "Company"), in connection with the preparation
of the Registration Statements on Form S-3 (the "Registration
Statements") filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the contemplated
issuance by the Company from time to time of up to $600,000,000
aggregate public offering price or the equivalent thereof in
one or more foreign currencies or composite currencies of (i)
senior or subordinated debt securities (the "Debt Securities"),
which may be issued pursuant to a Senior Debt Securities
Indenture between the Company and Signet Trust Company, as
Trustee (as amended or supplemented, the "Senior Indenture"),
or a Subordinated Debt Securities Indenture between the Company
and Chemical Bank, as Trustee (as amended or supplemented, the
"Subordinated Indenture" and, together with the Senior
Indenture, the "Indentures"); (ii) shares of preferred stock,
$50.00 par value per share (the "Preferred Stock"), which may
be issued in the form of depositary shares (the "Depositary
Shares") evidenced by depositary receipts (the "Receipts");
(iii) shares of common stock of the Company, $2.50 par value
per share (the "Common Stock"); and (iv) warrants of the
Company (the "Warrants").
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other
instruments as we have deemed necessary for the purpose of
rendering this opinion.
On the basis of the foregoing, we are of the opinion that:
1. When (i) the Registration Statements and any
required post-effective amendments thereto have become
effective under the Securities Act; (ii) the
Indentures have been duly executed and delivered;
(iii) the terms of the Debt Securities and of their
issuance and sale have been duly established in
conformity with the Indentures relating to the Debt
Securities so as not to violate any applicable law or
result in a default under or breach of any agreement
or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by
any court or governmental or regulatory body having
jurisdiction over the Company; and (iv) the Debt
Securities have been duly executed and authenticated
in accordance with the Indentures relating to the Debt
Securities, and duly issued and sold as contemplated
by the Registration Statements and any prospectus
supplement relating thereto, the Debt Securities
(including any Debt Securities duly issued (x) upon
the exchange of any shares of Preferred Stock that are
exchangeable into Debt Securities or (y) upon exercise
of any Warrants exercisable for Debt Securities) will
constitute valid and legally binding obligations of
the Company enforceable in accordance with their
terms, subject to (a) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and
other similar laws now or hereafter in effect relating
to or affecting creditors rights generally, and (b)
general principles of equity (regardless of whether
considered in a proceeding at law or in equity).
2. When (i) the Registration Statements and any
required post-effective amendments thereto have become
effective under the Securities Act; (ii) the Deposit
Agreement relating to the Depositary Shares has been
duly executed and delivered; (iii) the terms of the
Depositary Shares and of their issuance and sale have
been duly established in conformity with the Deposit
Agreement relating to such Depositary Shares so as not
to violate any applicable law or result in a default
under or breach of any agreement or instrument binding
upon the Company and so as to comply with any
requirement or restriction imposed by any court or
governmental or regulatory body having jurisdiction
over the Company; (iv) the terms of the Preferred
Stock have been duly and properly authorized for
issuance and Articles Supplementary to the Charter of
the Company classifying the Preferred Stock and
setting forth the terms thereof have been filed; (v)
such shares of Preferred Stock have been duly issued
and paid for in the manner contemplated in the
Registration Statements and any prospectus supplement
relating thereto; and (vi) the Receipts evidencing the
Depositary Shares are duly issued against the deposit
of the Preferred Stock in accordance with the Deposit
Agreement, such Receipts will be validly issued and
will entitle the holders thereof to the rights
specified therein and in the Deposit Agreement.
3. When (i) the Registration Statements and any
required post-effective amendments thereto have become
effective under the Securities Act; (ii) the Warrant
Agreement relating to the Warrants (the "Warrant
Agreement") has been duly executed and delivered;
(iii) the terms of the Warrants and of their issuance
and sale have been duly established in conformity with
the Warrant Agreement relating to such Warrants so as
not to violate any applicable law or result in a
default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or
governmental or regulatory body having jurisdiction
over the Company; and (iv) the Warrants have been duly
executed and countersigned in accordance with the
Warrant Agreement relating to such Warrants, and
issued and sold in the form and in the manner
contemplated in the Registration Statements and any
prospectus supplement relating thereto, such Warrants
will constitute valid and legally binding obligations
of the Company enforceable in accordance with their
terms, subject to (a) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium and
other similar laws now or hereafter in effect relating
to or affecting creditors' rights generally, and (b)
general principles of equity (regardless of whether
considered in a proceeding at law or in equity).
4. When (i) the Registration Statements and any
required post-effective amendments thereto have become
effective under the Securities Act; (ii) the terms of
the Preferred Stock have been duly and properly
authorized for issuance and Articles Supplementary to
the Charter of the Company classifying the Preferred
Stock and setting forth the terms thereof have been
filed; and (iii) such shares of Preferred Stock have
been duly issued and paid for in the manner
contemplated in the Registration Statements and any
prospectus supplement relating thereto, such shares of
Preferred Stock will be validly issued, fully paid and
nonassessable.
5. When (i) the Registration Statements and any
required post-effective amendment thereto have become
effective under the Securities Act; (ii) the shares of
Common Stock have been duly and properly authorized
for issuance; and (iii) the shares of Common Stock
have been duly issued, sold and delivered as
contemplated in the Registration Statements and any
prospectus supplement relating thereto, the shares of
Common Stock (including any Common Stock duly issued
(x) upon the exchange of any shares of Preferred Stock
that are exchangeable into Common Stock, (y) upon the
exercise of any Warrants exercisable for Common Stock
or (z) upon the conversion of any Debt Securities that
are convertible or exchangeable into Common Stock),
will be validly issued, fully paid and nonassessable.
We are members of the Bar of the States of Maryland and New
York and the foregoing opinion is limited to the laws of the
States of Maryland and New York and the federal laws of the
United States of America.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and to the reference to our name
under the heading "Validity of the Securities." In giving such
consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
PIPER & MARBURY