EXHIBIT 5.1


                    [letterhead of Willkie Farr & Gallagher]







February 13, 2003


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

     Re:  W. R. Berkley Corporation -- 5.875% Senior Notes due 2013
          ---------------------------------------------------------

Ladies and Gentlemen:

     We have acted as counsel to W. R. Berkley Corporation, a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company of an aggregate of $200,000,000 principal amount of the Company's 5.875%
Senior Notes due 2013 (the "Securities") pursuant to the Indenture, to be dated
as of February 14, 2003, as supplemented by the First Supplemental Indenture
(such Indenture, as so supplemented, the "Indenture"), to be dated as of
February 14, 2003, between the Company and The Bank of New York, as trustee (the
"Trustee").

     In connection therewith, we have examined (a) the Registration Statement on
Form S-3 (File No. 333-88920), as amended (the "Registration Statement"), filed
by the Company and the other related registrants with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), (b) the prospectus of the Company dated June 7,
2002, as supplemented by the prospectus supplement, dated February 11, 2003,
relating to the Securities, as filed with the Commission on February 13, 2003,
pursuant to Rule 424(b) under the Securities Act (the "Prospectus"), and (c) the
form of the Indenture. In addition, we have examined the originals (or copies
certified or otherwise identified to our satisfaction) of such other agreements,
instruments, certificates, documents and records and have reviewed such
questions of law and made such inquiries as we have deemed necessary or
appropriate for the purposes of the opinions rendered herein.

     In such examination, we have assumed, without inquiry, the legal capacity
of all natural persons, the genuineness of all signatures on all documents
examined by us, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all such documents submitted to us
as copies and the authenticity of the originals of such latter documents. We
have also assumed that the books and records of the Company are maintained in
accordance with proper corporate procedures. As to any facts material to our
opinion, we have, when relevant facts were not independently established, relied
upon the aforesaid agreements, instruments, certificates, documents and records
and upon statements and certificates of officers and representatives of the
Company and public officials.





W. R. Berkley Corporation
February 13, 2003
Page 2


     Based upon the foregoing, and subject to the limitations, qualifications
and assumptions stated herein, we are of the opinion that:

     The Securities have been duly authorized and (assuming their due
authentication by the Trustee), when they have been duly executed, issued and
delivered in accordance with the terms of the Indenture, will constitute valid
and legally binding obligations of the Company entitled to the benefits provided
by the Indenture.

     The opinions rendered herein are limited to the laws of the State of New
York, the General Corporation Law of the State of Delaware and the Federal laws
of the United States.

     We consent to the filing of this opinion as an exhibit to the Company's
Current Report on Form 8-K dated February 11, 2003, which is incorporated by
reference into the Registration Statement and the Prospectus and to the use of
our name under the caption "Legal Matters" contained in the Prospectus. In
giving our consent, we do not thereby concede that we come within the category
of persons whose consent is required by the Securities Act or the rules and
regulations promulgated thereunder.


                                        Very truly yours,

                                        /s/ Willkie Farr & Gallagher