EXHIBIT 5.2
                                   PIPER & MARBURY
                                        L.L.P.

                                 CHARLES CENTER SOUTH
                                36 SOUTH CHARLES STREET
                            BALTIMORE, MARYLAND 21201-3018        WASHINGTON
                                  410-539-2530                     NEW YORK
                                FAX: 410-539-0489                PHILADELPHIA
                                                                    EASTON
                                                                    LONDON


                                February 14, 1996


USF&G Corporation
100 Light Street
Baltimore, Maryland 21202

         Re:      Registration Statement
                  Registration No. 33-65471

Ladies and Gentlemen:

         We  have  acted  as  Maryland   counsel  to  USF&G   Corporation   (the
"Corporation")  in  connection  with  its  Registration  Statement  on Form  S-3
(Registration  No.  33-65471) filed with the Securities and Exchange  Commission
(the "Commission") under the Securities Act of 1933, as amended, relating to the
proposed  acquisition  by USF&G Capital I and USF&G Capital II (the "Trusts") of
the Corporation's Deferrable Interest Subordinated Debentures (the "Debentures")
to be issued pursuant to the Subordinated  Indenture between the Corporation and
The Bank of New York,  as Trustee  (the  "Indenture"),  and the  delivery by the
Corporation  of its guarantee  for the benefit of the holders of any  Cumulative
Quarterly Income Preferred Securities issued by the Trusts. In that capacity, we
have reviewed the Charter and By-Laws of the  Corporation,  the proposed form of
the Indenture and the Supplemental  Indenture related thereto (the "Supplemental
Indenture"),  the  proposed  form of  Guarantee  Agreement  to be  executed  and
delivered by the Corporation (the "Guarantee Agreement"), the proceedings of the
Board  of  Directors  of  the  Corporation  relating  to  the  issuance  by  the
Corporation  of the  Debentures and the execution and delivery of the Indenture,
the  Supplemental  Indenture  and  the  Guarantee  Agreement,   and  such  other
documents,  instruments  and matters of law as we have deemed  necessary  to the
rendering of the opinion expressed below.

         Based on the  foregoing,  we are of the opinion and advise you that the
execution and delivery by the  Corporation  of the Indenture,  the  Supplemental
Indenture and the Guarantee Agreement, and the issuance of the Debentures by the



USF&G Corporation
February 14, 1996
Page 2



Corporation  under the Indenture,  have been duly and validly  authorized by the
Corporation, and, upon due execution and delivery of the Indenture, Supplemental
Indenture and Guarantee Agreement,  establishment of the terms of any Debentures
not  previously  established  pursuant  to the  Indenture  and the  Supplemental
Indenture and due  execution,  authentication  and delivery of, and payment for,
the Debentures in accordance with the Indenture and Supplemental Indenture,  the
Debentures will be legally issued, and the Debentures,  Indenture,  Supplemental
Indenture and Guarantee  Agreement will  constitute  binding  obligations of the
Corporation.

         We hereby  consent  to the  filing of this  opinion as Exhibit 5 to the
Registration  Statement  and to the  reference  to our firm in the  Registration
Statement and the related  Prospectus.  In giving our consent, we do not thereby
admit that we are in the  category of persons  whose  consent is required  under
Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

                                                Very truly yours,





                                                /s/ Piper & Marbury L.L.P.