EXHIBIT 5.1


August 20, 2004




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

     RE:  W. R. BERKLEY CORPORATION -- 6.150% SENIOR NOTES DUE 2019

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 $150,000,000 principal amount of the Company's 6.150%
Senior Notes due 2019 (the "Securities") pursuant to the Indenture, dated as of
February 14, 2003, as supplemented by the Third Supplemental Indenture (such
Indenture, as so supplemented, the "Indenture"), to be dated as of August 24,
2004, 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. 333-109621) (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 December 23, 2003, as
supplemented by the prospectus supplement, dated August 19, 2004, relating to
the Securities, as filed with the Commission on August 20, 2004, 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 resolutions of the Board of
Directors of the Company or committees thereof and 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.

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

W. R. Berkley Corporation
August 20, 2004
Page 2





        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 August 19, 2004, 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 LLP