Exhibit 5.2
[Letterhead of Willkie Farr & Gallagher LLP]
July 25, 2005
W. R. Berkley Corporation
475 Steamboat Road
Greenwich, Connecticut 06830
RE: W. R. BERKLEY CORPORATION -- 6.750% SENIOR DEBENTURES DUE 2045
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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 $250,000,000 principal amount of the Company's 6.750%
Senior Debentures due 2045 (the "Subordinated Debentures") pursuant to the
Subordinated Indenture, to be dated as of July 26, 2005, as supplemented by
Supplemental Indenture No. 1 (such Subordinated Indenture, as so supplemented,
the "Subordinated Indenture"), to be dated as of July 26, 2005, between the
Company and The Bank of New York, as trustee (the "Trustee") and the issuance by
the Company of a guarantee (the "Preferred Securities Guarantee"), pursuant to
the Preferred Securities Guarantee Agreement (the "Preferred Securities
Guarantee Agreement"), to be dated as of July 26, 2005, by and between the
Company and the Trust, to pay, on behalf of W. R. Berkley Capital Trust II (the
"Trust"), amounts owed by the Trust on the Trust's 6.750% Trust Preferred
Securities due 2045 issued by the Trust.
In connection therewith, we have examined (a) the Registration Statement
on Form S-3, as amended (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 July 19, 2005,
relating to the Subordinated Debentures, as filed with the Commission on July
20, 2005, pursuant to Rule 424(b) under the Securities Act (the "Prospectus"),
(c) the form of the Subordinated Indenture, and (d) the form of the Preferred
Securities Guarantee Agreement. 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
W. R. Berkley Corporation
July 25, 2005
Page 2
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:
1. The Subordinated Debentures 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 Subordinated Indenture,
will constitute valid and legally binding obligations of the Company entitled to
the benefits provided by the Subordinated Indenture; and
2. The Preferred Securities Guarantee has been duly authorized and, when
it has been duly executed, issued and delivered in accordance with the terms of
the Preferred Securities Guarantee Agreement, will constitute valid and legally
binding obligations of the Company entitled to the benefits provided by the
Preferred Securities Guarantee Agreement.
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 July __, 2005, which is incorporated by
reference into the Registration Statement and the Prospectus and to the use of
our name under the caption "Legal Opinions" 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
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