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Exhibit 5.2
[Baker & McKenzie Letterhead]
June 20, 2001
Trenwick Group Ltd.
Continental Building
25 Church Street
Hamilton HM 12, Bermuda
Trenwick America Corporation
One Canterbury Green
Stamford, CT 06901
Re: Trenwick Group Ltd.
Trenwick America Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
We have represented Trenwick Group Ltd., a company duly organized and
existing under the laws of Bermuda ("Trenwick") in connection with the
preparation and filing with the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement on Form S-3 (the "Registration Statement") relating to Trenwick's
Common Shares, Preferred Shares, Depository Shares, Warrants to Purchase Common
Shares (the "Common Share Warrants"), Warrants to Purchase Preferred Shares (the
"Preferred Share Warrants" and together with Common Share Warrants, the
"Warrants"), Share Purchase Contracts, and Share Purchase Units. We also have
represented Trenwick America Corporation, a Delaware corporation ("Trenwick
America"), in connection with the preparation and filing with the SEC under the
Act, of the Registration Statement relating to Trenwick America's Debt
Securities, which are fully and unconditionally guaranteed (the "Guarantee of
Debt Securities") by Trenwick. We also have represented Trenwick America Capital
Trust I, Trenwick America Capital Trust II and Trenwick America Capital Trust
III (collectively, the "Trusts"), in connection with the preparation and filing
with the SEC under the Act, of the Registration Statement relating to the (a)
Common Securities of each Trust, which are fully and unconditionally guaranteed
by Trenwick and (b) Preferred Securities of each Trust, which are fully and
unconditionally guaranteed by Trenwick (collectively, the "Trust Preferred
Securities Guarantees" and, together with the Guarantee of Debt Securities, the
"Guarantees") to be entered into in each case prior to the issuance of the
applicable Trust's Common and Preferred Securities, with certain terms of each
Preferred Securities Guarantee to be established by or
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pursuant to resolutions of the Board of Directors of Trenwick as part of the
corporate action taken and to be taken relating to the issuance of each
Preferred Securities Guarantee.
The Trenwick America Debt Securities are to be issued under a senior
indenture (the "Trenwick America Senior Indenture") among Trenwick America,
Trenwick and Bank One Trust Company, N.A., as trustee, or a subordinated
indenture (the "Trenwick Subordinated Indenture" and, together with the Trenwick
America Senior Indenture, the "Trenwick America Indentures") among Trenwick
America, Trenwick and Bank One Trust Company, N.A., as trustee, in each case to
be entered into prior to the issuance of the Trenwick America Debt Securities,
with certain terms of the Trenwick America Debt Securities to be established by
or pursuant to resolutions of the Board of Directors of Trenwick and Trenwick
America as part of the corporate action taken and to be taken relating to the
issuance of the Trenwick America Debt Securities.
The Common and Preferred Securities of each Trust are to be issued under
an Amended and Restated Trust Agreement applicable to each Trust among the
trustees named therein, Trenwick America and the holders from time to time of
undivided beneficial interests in the assets of the applicable Trust, in each
case to be entered into prior to the issuance by each Trust of its Common and
Preferred Securities, with certain terms of each Trust's Common and Preferred
Securities to be established by or pursuant to resolutions of the Board of
Directors of Trenwick and Trenwick America as part of the corporate action taken
and to be taken relating to the issuance by each Trust of its Common and
Preferred Securities.
The Warrants are to be issued pursuant to the terms of one or more
warrant agreements (the "Warrant Agreements") to be entered into prior to the
issuance of the Warrants, with certain terms of the Warrants to be established
by or pursuant to resolutions of the Board of Directors of Trenwick as part of
the corporate action taken and to be taken relating to the issuance of the
Warrants.
In rendering the opinions expressed herein, we have examined and are
familiar with the (i) Registration Statement as an exhibit to which this
opinion will be filed, (ii) form of Trenwick America Senior Indenture filed as
an exhibit to the Registration Statement, (iii) form of Trenwick America Senior
Note attached as an exhibit to the form of the Trenwick America Senior
Indenture, (iv) form of Trenwick America Subordinated Indenture filed as an
exhibit to the Registration Statement, (v) form of Trenwick America Subordinated
Note attached as an exhibit to the form of the Trenwick America Subordinated
Indenture, (vi) forms of the Amended and Restated Trust Agreement for each of
the Trusts filed as exhibits to the Registration Statement, and (vii) forms of
the Preferred Securities Guarantees filed as exhibits to the Registration
Statement. We also have examined such other documents and instruments and have
made such further investigations as we have deemed necessary or appropriate in
connection with this opinion.
Based upon and subject to the foregoing, and having regard for legal
considerations which we deem relevant, we are of the opinion that:
(i) Trenwick America is a corporation duly organized and validly
existing in good standing under the laws of the State of
Delaware.
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(ii) The Trenwick America Senior Indenture, assuming the due
authorization thereof by Trenwick America and Trenwick and when
duly executed and delivered, will constitute valid and binding
obligations of Trenwick America and Trenwick enforceable against
Trenwick America and Trenwick in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforceability of
creditors' rights generally and to court decisions with respect
thereto and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in
equity or at law).
(iii) The Trenwick America Senior Notes, when duly executed and
delivered and authenticated in accordance with the Trenwick
America Senior Indenture and when payment therefore is received,
will constitute valid and legally binding obligations of
Trenwick America entitled to the benefits provided by the
Trenwick America Senior Indenture.
(iv) The Trenwick America Subordinated Indenture, assuming the due
authorization thereof by Trenwick America and Trenwick and when
duly executed and delivered, will constitute valid and binding
obligations of Trenwick America and Trenwick enforceable against
Trenwick America and Trenwick in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforceability of
creditors' rights generally and to court decisions with respect
thereto and to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in
equity or at law).
(v) The Trenwick America Subordinated Notes, when duly executed and
delivered and authenticated in accordance with the Trenwick
America Subordinated Indenture and when payment therefore is
received, will constitute valid and legally binding obligations
of Trenwick America entitled to the benefits provided by the
Trenwick America Subordinated Indenture.
(vi) The Guarantees, assuming the due authorization thereof and when
duly executed and delivered, will constitute valid and binding
obligations of Trenwick enforceable against Trenwick in
accordance with their terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting
the enforceability of creditors' rights generally and to court
decisions with respect thereto and to general principles of
equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law).
(vii) The Warrant Agreements, assuming the due authorization thereof
and when duly executed and delivered will constitute valid and
binding obligations of Trenwick enforceable against Trenwick in
accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium
and similar laws affecting creditors' rights and remedies and to
general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law).
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(viii) The Warrants, assuming the due authorization thereof and when
duly executed and delivered and when countersigned in accordance
with the Warrant Agreements, will be entitled to the benefits
provided by the Warrant Agreements.
(ix) The Stock Purchase Contracts, assuming the due authorization
thereof and when duly executed and delivered, will constitute
valid and binding obligations of Trenwick enforceable against
Trenwick in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and
remedies and to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all the references to this firm under the heading
"Legal Opinions" in the Registration Statement. In giving such consent, this
firm does not thereby admit that it comes 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/ Baker & McKenzie
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Baker & McKenzie
JRC/FRS/SGB/BLG