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EXHIBIT 5.2
[SHANLEY & FISHER LETTERHEAD]
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
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 $600,000,000 to be issued from time to time by
either the Corporation or Capital, as the case may be, consisting of: (i) senior
debt securities (the "Senior Debt Securities") to be issued by the Corporation
under an indenture
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SHANLEY & FISHER
The Chubb Corporation
Chubb Capital Corporation
Davis Polk & Wardwell
September 10, 1998
Page 2
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
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
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SHANLEY & FISHER
The Chubb Corporation
Chubb Capital Corporation
Davis Polk & Wardwell
September 10, 1998
Page 3
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.
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/ Shanley & Fisher, P.C.