Exhibit 5.2


                      [MAYER, BROWN & PLATT LETTERHEAD]



                                 May 22, 2000



Mutual Group Ltd.
One Logan Square, Suite 1500
Philadelphia, Pennsylvania 19103

     Re:  Mutual Risk Management Ltd.
          Mutual Group Ltd.
          Registration Statement on Form S-3

Dear Ladies/Gentlemen:

     We have represented Mutual Group Ltd., a Delaware corporation ("Mutual
Group"), in connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), of a Registration Statement on Form S-3 (File
No. 333-96425) (the "Registration Statement") relating to senior notes (the
"Senior Notes") and junior subordinated notes (the "Junior Subordinated Notes")
of Mutual Group. We have also represented MRM Capital Trust I, MRM Capital Trust
II and MRM Capital Trust III, each a Delaware business trust (each a "Trust,"
and collectively, the "Trusts"), in connection with the preparation and filing
with the Commission under the Securities Act of the Registration Statement
relating to preferred securities (the "Preferred Securities") of the Trusts,
which are guaranteed (the "Guarantees") by Mutual Group. The Senior Notes are to
be issued under a senior indenture (the "Senior Indenture") between Mutual
Group, Mutual Risk Management Ltd., a Bermuda holding company ("MRM"), as
guarantor, and The Chase Manhattan Bank, as trustee, and the Junior Subordinated
Notes are to be issued under a subordinated indenture (the "Subordinated
Indenture") between Mutual Group, MRM, as guarantor, and The Chase Manhattan
Bank, as trustee, in each case to be entered into prior to the issuance of the
Senior Notes and the Junior Subordinated Notes, respectively. Certain terms of
the Senior Notes and the Junior Subordinated Notes will be established by
supplemental indentures or resolutions of the board of directors of Mutual
Group.

     In rendering the opinions expressed herein, we have examined and relied
upon such documents, corporate records, certificates of public officials and
certificates as to factual matters executed by officers of Mutual Group as we
have deemed necessary or appropriate. We have assumed the authenticity, accuracy
and completeness of all documents, records and certificates submitted to us as
originals, the conformity to the originals of all documents, records and
certificates submitted to us as copies and the authenticity, accuracy and
completeness of the originals of all documents, records and certificates
submitted to us as copies. We have also


assumed the legal capacity and genuineness of the signatures of persons signing
all documents in connection with which the opinions expressed herein are
rendered.

     Based upon and subject to the foregoing, we are of the opinion that:


     (i)     The Senior Notes have been duly authorized for issuance by Mutual
             Group and, when duly executed and delivered and authenticated in
             accordance with the Senior Indenture and when payment therefor is
             received, will constitute valid and legally binding obligations of
             Mutual Group entitled to the benefits provided by the Senior
             Indenture, 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);

     (ii)    The Junior Subordinated Notes have been duly authorized for
             issuance by Mutual Group and, when duly executed and delivered and
             authenticated in accordance with the Subordinated Indenture and
             when payment therefor is received, will constitute valid and
             legally binding obligations of Mutual Group entitled to the
             benefits provided by the Junior Subordinated Indenture, 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);
             and

     (iii)   The Guarantees have been duly authorized for issuance by Mutual
             Group and, when duly executed and delivered, and when the Preferred
             Securities are duly executed, delivered and payment therefor is
             received, will constitute valid and legally binding obligations of
             Mutual Group, 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).

     We are admitted to practice law in the States of Illinois and New York and
we express no opinions as to matters under or involving any laws other than the
laws of the States of Illinois and New York, the federal laws of the United
States of America and the Delaware General Corporation Law, including the
applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting these laws.



     We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the captions "Validity of the
Notes" and "Validity of the Securities" in the Registration Statement.


                                       Very truly yours,

                                       /s/ Mayer, Brown & Platt



                                       MAYER, BROWN & PLATT