[Letterhead of Richards, Layton & Finger]
May 19, 1997
Markel Capital Trust I
c/o Markel Corporation
4551 Cox Road
Glen Allen, Virginia 23060
Re: Markel Capital Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Markel
Corporation, a Virginia corporation (the "Company"), and Markel Capital Trust I,
a Delaware business trust (the "Trust"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust, dated as December
30, 1996 (the "Certificate"), as filed in the office of the Secretary of State
of the State of Delaware (the "Secretary of State") on December 30, 1996;
(b) The Declaration of Trust of the Trust, dated as of
December 30, 1996, between Markel and the trustee of the Trust named therein;
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May 19, 1997
Page 2
(c) The Amended and Restated Declaration of Trust of the
Trust, dated as of January 13, 1997 (including Annex I and Exhibits A-1 and A-2)
(the "Trust Agreement"), among Markel, as sponsor, the trustees of the Trust
named therein and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust;
(d) The registration statement (the "Initial Registration
Statement") on Form S-4 (Registration No. 333-21663), filed by the Company, the
Trust and the other registrants listed therein with the Securities and Exchange
Commission (the "SEC") on February 12, 1997, as amended by Amendment No. 1 to
the Initial Registration Statement, including a related preliminary prospectus
(the "Prospectus"), relating to the Capital Securities of the Trust representing
beneficial interests in the assets of the Trust (each, a "Preferred Security"
and collectively, the "Preferred Securities"), as proposed to be filed by the
Company and the Trust with the SEC on or about May 19, 1997 ("Amendment No. 1")
(the Initial Registration Statement, as amended by Amendment No. 1, is
hereinafter referred to as the "Registration Statement"); and
(f) A Certificate of Good Standing for the Trust, dated May
19, 1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise
defined are used as defined in the Trust Agreement.
For purposes of this opinion, we have not reviewed any
documents other than the documents listed above, and we have assumed that there
exists no provision in any document that we have not reviewed that bears upon or
is inconsistent with the opinions stated herein. We have conducted no
independent factual investigation of our own but rather have relied solely upon
the foregoing documents, the statements and information set forth therein and
the additional matters recited or assumed herein, all of which we have assumed
to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed
(i) the authenticity of all documents submitted to us as authentic originals,
(ii) the conformity with the originals of all documents submitted to us as
copies or forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the
Trust Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, the due creation or due
Markel Capital I
May 19, 1997
Page 3
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a certificate evidencing the Preferred Security and the
payment for the Preferred Security acquired by it, in accordance with the Trust
Agreement and the Registration Statement, and (vii) that the Preferred
Securities are issued and sold to the Preferred Security Holders in accordance
with the Trust Agreement and the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such
questions of law and statutes of the State of Delaware as we have considered
necessary or appropriate, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business Trust Act, 12 Del.
C. ss. 3801, et seq.
2. When issued and sold, the Preferred Securities will
represent valid and, subject to the qualifications set forth in paragraph 3
below, fully paid and nonassessable undivided beneficial interests in the assets
of the Trust.
3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
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May 19, 1997
Page 4
We consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement. In addition, we hereby consent to the use
of our name under the heading "Certain Legal Matters" in the Prospectus. In
giving the foregoing consents, we do not thereby admit that we come 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 SEC thereunder.
Except as stated above, without our prior written consent, this opinion may not
be furnished or quoted to, or relied upon by, any other Person for any purpose.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER