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Exhibit 5.2
[LETTERHEAD OF SHANLEY & FISHER]
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
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
Re: The Chubb Corporation;
Chubb Capital Corporation--
Registration Statement on Form S-3
Dear Sirs:
We are acting as New Jersey 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 consisiting
of: (i) senior debt securities (the "Senior Debt
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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
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 by the Corporation 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
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Guaranteed Subordinated Debt Securities (the "Subordinated Guarantees").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, 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
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accordance with their terms and the terms of the Deposit Agreement.
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/ Shanley & Fisher, P.C.