Exhibit 5.1


                    [LETTERHEAD OF WILLKIE FARR & GALLAGHER]






November 19, 2002



W. R. Berkley Corporation
475 Steamboat Road
Greenwich, CT  06830

Ladies and Gentlemen:

We have acted as counsel to W. R. Berkley Corporation (the "Company"), a
corporation organized under the laws of the State of Delaware, in connection
with the preparation of a Registration Statement on Form S-3 (Registration No.
333-88920) (as amended as of the date hereof, the "Registration Statement") and
the prospectus included as part of the Registration Statement and the prospectus
supplement thereto (as so supplemented as of the date hereof, the "Prospectus")
relating to the offer and sale of up to 4,715,000 shares of the common stock of
the Company, par value $.20 per share ("Common Stock"), including 615,000 shares
of Common Stock which are subject to the underwriters' over-allotment option
(collectively, the "Shares").

We have examined copies of the Restated Certificate of Incorporation and By-Laws
of the Company, the Registration Statement, the Prospectus, resolutions adopted
by the Company's Board of Directors or committees thereof with respect to the
Registration Statement and the Prospectus and other records and documents that
we have deemed necessary for the purpose of this opinion. We have also examined
such other documents, papers, statutes and authorities as we have deemed
necessary to form a basis for the opinions hereinafter expressed.

In our examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied on statements and
certificates of officers and representatives of the Company and public
officials.

Based on the foregoing, we are of the opinion that: (1) the Company has been
duly organized and is validly existing as a corporation in good standing under
the laws of the State of Delaware; and (2) the Shares, when duly sold, issued
and paid for in accordance with the terms of the Prospectus, will be duly
authorized and validly issued and will be fully paid and nonassessable.






W. R. Berkley Corporation
November 19, 2002
Page 2


This opinion is limited to matters expressly set forth herein and no opinion is
to be implied or may be inferred beyond the matters expressly stated herein.

Except as set forth below, this opinion is for your use only and, without our
prior written consent, this opinion may not be furnished or quoted to, or relied
upon by, any other person or entity for any purpose. We hereby consent to the
filing of this opinion as an exhibit to the Company's Current Report on Form
8-K, which is incorporated by reference in the Registration Statement, and to
the reference to us in the Prospectus included as part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

Very truly yours,


/s/ Willkie Farr & Gallagher