EXHIBIT 5.1



September 13, 2002

HCC Insurance Holdings, Inc.
13403 Northwest Freeway
Houston, Texas  77040

Gentlemen:

         We have acted as counsel to HCC Insurance Holdings, Inc, a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") relating to
the registration of 5,500,000 shares of the Company's common stock, par value
$1.00 per share (the "Common Stock"), that may be issued pursuant to the terms
of the Company's 2001 Flexible Incentive Plan (the "Plan").

         In connection therewith, we have examined (i) the Certificate of
Incorporation and the Bylaws of the Company, each as amended; (ii) the Plan and
(iii) such other documents, corporate records, certificates and other
instruments as we have deemed necessary for the expression of the opinions
contained herein.

         In making the foregoing examination, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies. Furthermore, we have assumed that
prices paid for shares of Common Stock will equal or exceed the par value per
share of the Common Stock. As to questions of fact material to this opinion,
where such facts have not been independently established, and as to the content
and form of the Certificate of Incorporation (as amended), Bylaws (as amended),
Plan, minutes, records, resolutions and other documents or writings of the
Company, we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independent check or verification of their accuracy.

         Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the 5,500,000
shares of Common Stock covered by the Registration Statement, which may be
issued from time to time pursuant to the purchase of shares of Common Stock in
accordance with the terms of the Plan, have been duly authorized for issuance by
the Company, and when so issued in accordance with the respective terms and
conditions of the Plan, will be validly issued, fully paid and nonassessable.

         We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.

                                                     Very truly yours,

                                                     /s/ HAYNES AND BOONE, LLP

                                                     Haynes and Boone, L.L.P.