EXHIBIT 5.1
CONFORMED COPY
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[HUNTER & HUNTER LETTERHEAD]
XL Capital Ltd OUR REFERENCE
XL House ABN/07004.027
One Bermudiana Road
Hamilton WRITER'S EXTENSION
HM JX 2o66
Bermuda
WRITER'S E-MAIL ADDRESS
18 January 2002 anolan@huntlaw.com.
ky
Dear Sirs,
XL CAPITAL LTD - FORM S-3 REGISTRATION STATEMENT
You have asked us to render this opinion in our capacity as counsel as to Cayman
Islands law for XL Capital Ltd (the "Company") in connection with the filing by
the Company with the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act") of a registration
statement on Form S-3 to which this opinion is an exhibit (the "Registration
Statement") in relation to the registration of Class A Ordinary Shares of the
Company (the "Securities"). The Securities will be issued pursuant to the
Company's Dividend Reinvestment and Share Purchase Plan (the "Plan") set forth
in the Prospectus which forms a part of the Registration Statement. Capitalised
terms used herein without definition have the meanings specified in the
Registration Statement.
We have examined the following:
1) the form of Registration Statement filed with the Securities and
Exchange Commission;
2) a draft form of Prospectus ("Prospectus") dated 18 January 2002,
pursuant to which the Securities will be issued;
3) a certified copy (by the secretary of the Company) of an extract of
the minutes of the meeting of the board of directors of the Company
held on 16 November 200l and the minutes of the meeting of the Special
Committee of the board of
HUNTER & HUNTER XL Capital Ltd
18 January 2002
directors of the Company held on 17 January 2002 and the corporate
records of the Company maintained at its registered office in the
Cayman Islands.
In giving this opinion, we have relied upon the accuracy of a certificate of the
secretary of the Company dated 17 January 2002 without further verification and
have assumed the continuing accuracy as at the date hereof. We have assumed
without independent verification:
(a) the genuineness of all signatures, authenticity of all documents submitted
to us as originals and the conformity with original documents of all
documents submitted to us by telefax or as copies or conformed copies;
(b) that the filing of the Registration Statement is bona fide in the best
interests of the Company;
(c) the Securities will be issued in accordance with, and as contemplated by,
the provisions of the Memorandum and Articles of Association of the Company
and the Plan;
(d) that on the issue of the Securities there are no intervening changes in the
Company's Memorandum and Articles of Association, the laws of the Cayman
Islands or any other relevant matter;
(e) that there is no provision of the law of any jurisdiction, other than the
Cayman Islands, which would have any implication in relation to the
opinions expressed herein;
(f) we assume that all subscription monies due in respect of shares issued by
the Company have been or will be duly received by the Company.
On the basis of the foregoing and subject to the qualifications below, we are of
the opinion that:
1. The Company is duly incorporated and validly existing in good standing as a
limited liability company under the laws of the Cayman Islands.
2. The Company's authorised capital is US$9,999,900 divided into 999,990,000
ordinary shares of a par value of US$0.0l each.
3. The Securities to be issued pursuant to the Plan have been duly authorised
and when issued and registered in the Company's Register of Members in
accordance with the provisions of the Plan and the Registration Statement
will be validly issued and fully paid obligations of the Company.
4. The Company has been incorporated as a limited liability company under the
Companies Law of the Cayman Islands and under the Memorandum and Articles
of Association of the Company, the liability of its shareholders is limited
to the amount, if any, unpaid on their shares. On the basis that all such
shares are fully paid, there is no rule of Cayman Islands law that would
impose any further liability on person holding shares in the Company,
solely by reason of such shareholding.
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HUNTER & HUNTER XL Capital Ltd
18 January 2002
5. On the basis that the contractual subscription price (being not less than
the par value) of the Securities is fully paid in cash or satisfied by
other consideration approved by the Board of Directors of the Company or a
duly established Committee thereof, such Ordinary Shares issued or to be
issued may properly be credited as fully paid under Cayman Islands law.
6. Fully paid shares are not subject to further calls or assessments by the
Company in respect of such shares.
We are practising in the Cayman Islands and do not purport to be experts on the
laws of any other jurisdiction and we therefore express no opinion as to the
laws of any jurisdiction other than Cayman Islands law. This opinion is also
based upon the laws of the Cayman Islands in effect at the date hereof and is
given only as to the circumstances existing on the date hereof and known to us.
Except as specifically stated herein, we make no comment with regard to any
representations which may be made by the Company in any of the documents
referred to above or otherwise.
This opinion is intended solely for your benefit and that of Cahill Gordon &
Reindel as your legal advisors. It may not be relied upon by any other person
although we hereby consent to the reference to our firm in the Registration
Statement under the captions "Certain Tax Considerations" and "Enforcement of
Civil Liabilities Under United States Federal Securities Laws" and to the filing
of this opinion as an exhibit to the Registration Statement. Our consent to such
reference does not constitute a consent under Section 7 of the Act as in
consenting to such reference we have not certified any part of the Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under Section 7 or under the rules and regulations of the
Commission thereunder.
Yours faithfully,
HUNTER & HUNTER
per: ALLISON B. NOLAN
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Allison B. Nolan
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