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EXHIBIT 5.1
[Letterhead of Davis Polk & Wardwell]
September 10, 1998
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
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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 $600,000,000 to be issued from time to time by
either the
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The Chubb Corporation 2 September 10, 1998
Chubb Capital Corporation
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
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, among 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 among 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, corporate records, certificates of public
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The Chubb Corporation 3 September 10, 1998
Chubb Capital Corporation
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.
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The Chubb Corporation 4 September 10, 1998
Chubb Capital Corporation
In rendering the foregoing opinion, we have relied upon the opinion to
you of even date herewith of 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 Matters" in the Prospectus contained in the Registration
Statement.
Very truly yours,
/s/ Davis Polk & Wardwell
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