EXHIBIT 5.3
May 19, 1997
Markel Corporation
4551 Cox Road
Glen Allen, Virginia 23060
Re: Markel Corporation
Markel Capital Trust I
Registration Statement on Form S-4
File No. 333-21663
Ladies and Gentlemen:
We have acted as counsel to Markel Corporation, a Virginia
corporation (the "Corporation") and Sponsor of Markel Capital Trust I, a
Delaware statutory business trust (the "Trust"), in connection with a
Registration Statement on Form S-4 (the "Registration Statement") relating to
(i) the proposed issuance by the Trust of $150,000,000 aggregate Liquidation
Amount of the Trust's 8.71% Series B Capital Securities (the "New Capital
Securities") registered under the Securities Act of 1933, as amended (the
"Securities Act"), in exchange for up to 150,000,000 aggregate Liquidation
Amount of the Trust's outstand ing 8.71% Series A Capital Securities (the "Old
Capital Securities"), (ii) the proposed issuance by the Corporation to the
Trust, in an aggregate principal amount corresponding to the aggregate
Liquidation Amount of the New Capital Securities, of the Corporation's 8.71%
Series B Junior Subordinated Deferrable Interest Debentures due January 1, 2046
(the "New Junior Subordinated Debentures") registered under the Securities Act
in exchange for a comparable aggregate principal amount of the Company's
outstanding 8.71% Series A Junior Subordinated Deferrable Interest Debentures
due January 1, 2046 (the "Old Junior Subordinated Debentures"), and (iii) the
Corporation's guarantee of the New Capital Securities (the "New Guarantee")
registered under the Securities Act in exchange for the Corporation's guarantee
of the Old Capital Securities (the "Old Guarantee"). The New Capital Securities
will be issued under an
Amended and Restated Declaration of Trust for the Trust, dated January 13, 1997
(the "Amended Declaration"), among the Corporation, as Sponsor, The Chase
Manhattan Bank, as property trustee, The Chase Manhattan Bank Delaware, as
Delaware trustee, and the Administrative Trustees named therein, while the New
Junior Subordinated Debentures will be issued under an Indenture, dated as of
January 13, 1997 (the "Indenture"), between the Corporation and The Chase
Manhattan Bank, as debenture trustee.
We have examined such documents and records as we deemed appropriate,
including the following:
(i) Copy of the Restated Articles of Organization of
the Corporation, certified as of a recent date by the
Secretary of State of the State of Virginia.
(ii) Copy of the By-Laws of the Corporation, as amended, certified
as of a recent date by an Assistant Secretary of the Corporation to be
a true and complete copy.
(iii) Copy, certified as of a recent date by an Assistant Secretary
of the Corporation to be a true copy, of the resolutions adopted by the
Board of Directors of the Corporation on January 3, 1997 and the Action
of an Authorized Pricing Officer, dated January 8, 1997 authorizing the
filing of the Registration Statement and the exchange of the New
Capital Securities, the New Junior Subordinated Debentures and the New
Guarantee under the circumstances referred to above.
(iv) Executed counterparts of the Amended Declaration.
(v) Form of the New Capital Security.
(vi) Executed counterparts of the Indenture.
(vii) Form of the New Junior Subordinated Debenture.
(viii) Form of the New Guarantee.
(ix) Executed counterparts of the Registration Rights Agreement,
dated as of January 13, 1997 (the "Registration Rights Agreement"),
among the Trust, the Corporation and the Initial Purchasers named
therein.
In addition, as to questions of fact material to our opinion, we have
relied upon certificates of officers of the Corporation, the Administrative
Trustees of the Trust and public officials.
In the course of our examination, we have assumed the legal capacity of
all natural persons, the genuineness of all signa tures, the authenticity of all
documents submitted to us as
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originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies and the authenticity of the originals of such
latter documents. In making our examination of the documents, instruments and
agreements referred to in the first two paragraphs of this opinion, we have
assumed that all parties signing the same had the power, corporate or other, to
enter into and perform all obligations thereunder and have also assumed the due
authoriza tion by all requisite action, corporate or other, and execution and
delivery by such parties of such documents, instruments and agreements and,
except in the case of the Corporation or the Trust, the validity and binding
effect thereof on such parties.
Based upon the foregoing, we are of the opinion that:
(1) The New Junior Subordinated Debentures have been duly authorized by
all requisite corporate action of the Corporation and, when executed and
authenticated in the manner provided for in the Indenture and delivered against
surrender and cancellation of a like aggregate principal amount of Old Junior
Subordinated Debentures as contemplated in the Registration Rights Agreement,
the New Junior Subordinated Debentures will constitute valid and binding
obligations of the Corporation entitled to the benefits of the Indenture and
enforceable against the Corporation in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting creditors' rights
generally or by general equitable principles (regardless of whether considered
in a proceeding in equity or at law).
(2) The New Guarantee has been duly authorized by all requisite
corporate action of the Corporation and, when executed and delivered to The
Chase Manhattan Bank, as guarantee trustee, as contemplated in the Registration
Rights Agreement, the New Guarantee will constitute a valid and binding
agreement of the Corporation, enforceable against the Corporation in accordance
with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws relating to or
affecting creditors' rights generally or by general equitable principles
(regardless of whether considered in a proceeding in equity or at law) and
except as the enforceability of the indemnification provision thereof may be
limited by considerations of public policy.
We are members of the Bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the federal laws of the United States of America and, with respect
to matters governed by the laws of the Commonwealth of Virginia, we have, with
your permission, and without independent investigation or verification thereof,
relied as to all such matters upon the opinion of McGuire, Woods, Battle &
Boothe, L.L.P., and this opinion is subject to the qualifications and
limitations set forth therein.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Certain Legal Matters" contained in the Prospectus included therein. This
opinion is solely for your benefit, and may not be relied upon in any manner
whatsoever by any other person or entity, except that McGuire, Woods, Battle &
Boothe, L.L.P. may rely on this opinion insofar as the laws of the State of New
York are applicable to the opinion given by it to you.
Very truly yours,
/s/ Brown & Wood LLP
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