Exhibit 5.2
August 12, 1999
ACE Limited
The ACE Building
30 Woodbourne Avenue
Hamilton, HM 08, Bermuda
ACE INA Holdings Inc.
Two Liberty Place
1601 Chestnut Street
Philadelphia, Pennsylvania 19192
Re: ACE Limited
ACE INA Holdings Inc.
Registration Statement on Form S-3
----------------------------------
Dear Ladies and Gentlemen:
We have represented ACE Limited ("ACE"), a Cayman Islands company limited
by shares, in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
ACE's Ordinary Shares, Preferred Shares, Debt Securities, Warrants to Purchase
Ordinary Shares (the "Ordinary Share Warrants"), Warrants to Purchase Preferred
Shares (the "Preferred Share Warrants"), Warrants to Purchase Debt Securities
(the "Debt Warrants"; the Ordinary Share Warrants, Preferred Share Warrants and
Debt Warrants are collectively referred to as the "Warrants") and Stock Purchase
Contracts. We have also represented ACE INA Holdings Inc. ("ACE INA"), a
Delaware corporation, in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of the Registration Statement relating to ACE INA's Debt Securities, which are
fully and unconditionally guaranteed (the "Guaranty") by ACE.
The ACE INA Debt Securities are to be issued under a senior indenture (the
"ACE INA Senior Indenture") among ACE INA, ACE and The First National Bank of
Chicago, as trustee, or a subordinated indenture (the "ACE INA Subordinated
Indenture" and, together with the ACE INA Senior Indenture, the "ACE INA
Indentures") among ACE INA, ACE and The First National Bank of Chicago, as
trustee, in each case to be entered into prior to the issuance of the ACE INA
Debt Securities, with certain terms of the ACE INA Debt Securities to be
established by or pursuant to resolutions of the Board of Directors of ACE and
ACE INA as part of the corporate action taken and to be taken relating to the
issuance of the ACE INA Debt Securities.
The ACE Debt Securities are to be issued under a senior indenture (the "ACE
Senior Indenture") among ACE and The First National Bank of Chicago, as trustee,
or a subordinated indenture (the "ACE Subordinated Indenture" and, together
with the ACE Senior Indenture, the "ACE Indentures") among ACE and The First
National Bank of Chicago, as trustee, in each case to be entered into prior to
the issuance of the ACE Debt Securities, with certain terms of the ACE Debt
Securities to be established by or pursuant to resolutions of the Board of
Directors of ACE as part of the corporate action taken and to be taken relating
to the issuance of the ACE Debt Securities.
The Warrants are to be issued pursuant to the terms of one or more warrant
agreements (the "Warrant Agreements") to be entered into prior to the issuance
of the Warrants, with certain terms of the Warrants to be established by or
pursuant to resolutions of the Board of Directors of ACE as part of the
corporate action taken and to be taken relating to the issuance of the Warrants.
In rendering the opinions expressed herein, we have examined and are
familiar with (i) the Registration Statements as an exhibit to which this
opinion will be filed, (ii) the form of ACE INA Senior Indenture filed as an
exhibit to the Registration Statement, (iii) the form of ACE INA Senior Note
(including the form of ACE Guaranty) attached as an exhibit to the form of the
ACE INA Senior Indenture, (iv) the form of ACE INA Subordinated Indenture filed
as an exhibit to the Registration Statement, (v) the form of ACE INA
Subordinated Note (including the form of ACE Guaranty) attached as an exhibit to
the form of ACE INA Subordinated Indenture, (vi) the form of ACE Senior
Indenture filed as an exhibit to the Registration Statement, (vii) the form of
ACE Senior Note attached as an exhibit to the form of ACE Senior Indenture,
(viii) the form of ACE Subordinated Indenture filed as an exhibit to the
Registration Statement, (ix) the form of ACE Subordinated Note attached as an
exhibit to the form of ACE Subordinated Indenture and (x) the form of Warrant
Agreements attached as an exhibit to the Registration Statement. We have also
examined such other documents and instruments and have made such further
investigations as we have deemed necessary or appropriate in connection with
this opinion.
Based upon and subject to the foregoing, and having regard for legal
considerations which we deem relevant, we are of the opinion that:
(i) ACE INA Holdings Inc. is a corporation duly organized and validly
existing in good standing under the laws of the State of Delaware.
(ii) The ACE INA Senior Indenture, assuming the due authorization thereof
by ACE and when duly executed and delivered, will constitute a valid
and binding obligation of ACE INA enforceable against ACE INA and ACE
in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforceability of creditors' rights generally and to court decisions
with respect thereto and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity
or at law).
(iii) The ACE INA Senior Notes, when duly executed and delivered and
authenticated in accordance with the Indenture and when payment
therefor is received, will constitute valid and legally binding
obligations of ACE INA entitled to the benefits provided by the ACE
INA Senior Indenture.
(iv) The ACE INA Subordinated Indenture, assuming the due authorization
thereof by ACE and when duly executed and delivered, will constitute a
valid and binding obligation of ACE INA enforceable against ACE INA
and ACE in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforceability of creditors' rights generally and to
court decisions with respect thereto and to general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(v) The ACE INA Subordinated Notes, when duly executed and delivered and
authenticated in accordance with the Indenture and when payment
therefor is received, will constitute valid and legally binding
obligations of ACE INA entitled to the benefits provided by the ACE
INA Subordinated Indenture.
(vi) The Guaranty, assuming the due authorization thereof and when duly
executed and delivered and endorsed on an ACE INA Senior Note or ACE
INA Subordinated Note, will be enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforceability of creditors'
rights generally and to court decisions with respect thereto and to
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(vii) The ACE Senior Indenture, assuming the due authorization thereof and
when duly executed and delivered, will be enforceable against ACE in
accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforceability of creditors' rights generally and to court decisions
with respect thereto and to general principles
of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(viii) The ACE Senior Notes, assuming the due authorization thereof and when
duly executed and delivered and when authenticated in accordance with
the ACE Senior Indenture and when payment therefor is received, will
be entitled to the benefits provided by the ACE Senior Indenture.
(ix) The ACE Subordinated Indenture, assuming the due authorization thereof
and when duly executed and delivered, will be enforceable against ACE
in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforceability of creditors' rights generally and to court decisions
with respect thereto and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in equity
or at law).
(x) The ACE Subordinated Notes, assuming the due authorization thereof and
when duly executed and delivered and authenticated in accordance with
the ACE Subordinated Indenture and when payment therefor is received,
will be entitled to the benefits provided by the ACE Subordinated
Indenture.
(xi) The Warrant Agreements, assuming the due authorization thereof and
when duly executed and delivered will be enforceable against ACE in
accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
(xii) The Warrants, assuming the due authorization thereof and when duly
executed and delivered and when countersigned in accordance with the
Warrant Agreements, will be entitled to the benefits provided by the
Warrant Agreements.
(xiii) The Stock Purchase Contracts, assuming the due authorization thereof
and when duly executed and delivered, will be enforceable against ACE
in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies and to general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to this firm in such Registration
Statement.
Very truly yours,
Mayer, Brown & Platt