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Exhibit 5.1
[LETTERHEAD OF DAVIS POLK & WARDWELL]
May 5, 1995
The Chubb Corporation
15 Mountain View Road
P.O. Box 1615
Warren, New Jersey 07061-1615
Chubb Capital Corporation
c/o The Chubb Corporation
15 Mountain View Road
P.O. Box 1615
Warren, New Jersey 07061-1615
Re: The Chubb Corporation;
Chubb Capital Corporation--
Registration Statement on Form S-3
Dear Sirs:
We are acting as counsel for The Chubb Corporation, a New
Jersey corporation (the "Corporation") and Chubb Capital Corporation, a New
Jersey corporation ("Capital"), in connection with the Registration Statement
on Form S-3 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
for the registration of (a) securities of each class as described therein with
an aggregate offering price of $400,000,000 to be issued from time to time by
either the Corporation or Capital, as the case may be: (i) senior debt
securities (the "Senior Debt Securities") to be issued by the Corporation under
an indenture dated as of October 25, 1989, between the Corporation and The
First National Bank of Chicago, as trustee (the "Senior Indenture"); (ii)
subordinated debt
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The Chubb Corporation 2 May 5, 1995
Chubb Capital Corporation
securities (the "Subordinated Debt Securities" and together with the Senior Debt
Securities, the "Debt Securities") to be issued by the Corporation
under an indenture to be executed by the Corporation and the First National
Bank of Chicago, as trustee (the "Subordinated Indenture); (iii) guaranteed
senior debt securities (the "Guaranteed Senior Debt Securities") to be issued
by Capital under an indenture dated as of October 25, 1989, between Capital,
the Corporation as guarantor, and The First National Bank of Chicago, as
Trustee (the "Senior Capital Indenture"); (iv) guaranteed subordinated debt
securities (the "Guaranteed Subordinated Debt Securities" and together with the
Guaranteed Senior Debt Securities, the "Guaranteed Debt Securities") to be
issued by Capital under an indenture to be executed by Capital, the Corporation
as guarantor, and The First National Bank of Chicago, as trustee (the
"Subordinated Capital Indenture"); (v) common stock of the Corporation (the
"Common Stock"); (vi) preferred stock of the Corporation (the "Preferred
Stock"); (vii) preferred stock depositary shares (the "Depositary Shares") to
be issued under a deposit agreement to be entered into between the Corporation,
a depositary and holders of depositary receipts (the "Deposit Agreement");
(viii) debt warrants to be issued by the Corporation (the "Corporation Debt
Warrants") under a debt warrant agreement to be entered into between the
Corporation and a debt warrant agent (the "Corporation Debt Warrant
Agreement"); (ix) debt warrants to be issued by Capital (the "Capital Debt
Warrants" and together with the Corporation Debt Warrants, the "Debt Warrants")
to be issued by Capital under a debt warrant agreement to be entered into
between Capital and a debt warrant agent (the "Capital Debt Warrant
Agreement"); and (x) stock warrants to be issued by the Corporation (the "Stock
Warrants" and together with the Debt Warrants, the "Warrants") under a stock
warrant agreement to be entered into between the Corporation and a stock
warrant agent (the "Stock Warrant Agreement") and (b) the guarantees by the
Corporation of the payment of principal of and premium, if any, and interest on
each of the Guaranteed Senior Debt Securities (the "Senior Guarantees") and the
Guaranteed Subordinated Debt Securities (the "Subordinated Guarantees").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents,
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The Chubb Corporation 3 May 5, 1995
Chubb Capital Corporation
corporate records, certificates of public officials and other instruments as we
have deemed necessary or advisable for purposes of this opinion.
Based upon the foregoing, we are of the opinion that each of
the Corporation and Capital is a corporation duly organized and validly
existing under the laws of the State of New Jersey.
Based upon the foregoing, we are of the further opinion that
when the Registration Statement has become effective under the Act, then:
(1) When the Subordinated Indenture or the Subordinated
Capital Indenture, as the case may be, if applicable has been duly
authorized and executed by the parties thereto, the Debt Securities
and, if applicable, the Senior Guarantees or Subordinated Guarantees,
as the case may be, when issued in accordance with the terms of the
relevant Indenture will be valid and binding obligations of the
Corporation or Capital, as the case may be.
(2) When the issuance of any shares of Common Stock or
Preferred Stock has been duly authorized under New Jersey law and such
shares are issued, such shares will be validly issued, fully-paid and
nonassessable.
(3) When any Warrant Agreement has been duly authorized
and executed by the parties thereto, any Warrants when issued in
accordance with the terms of the relevant Warrant Agreement will be
valid and binding obligations of the Corporation or Capital, as the
case may be.
(4) When the Deposit Agreement has been duly authorized
and executed by the parties thereto, and Preferred Stock has been
deposited thereunder, any Depositary Shares when issued in accordance
with the terms thereof will be valid and binding instruments in
accordance with their terms and the terms of the Deposit Agreement.
In rendering the foregoing opinion, we have relied upon the opinion to you of
even date herewith of
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The Chubb Corporation 4 May 5, 1995
Chubb Capital Corporation
Shanley & Fisher, P.C., included as Exhibit 5(b) to the Registration Statement,
as to all matters governed by New Jersey law.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the reference to us
under the caption "Legal Opinions" in the Prospectus contained in the
Registration Statement.
Very truly yours,
/s/ Davis Polk & Wardwell