Exhibit (5)(a)



            [Miller, Canfield, Paddock and Stone, P.L.C. Letterhead]

                                  July 9, 1999


White Mountains Insurance Group, Inc.
80 South Main Street
Hanover, New Hampshire 03755-2053

Gentlemen:

         With respect to the registration statement on Form S-8 (the
"Registration Statement") being filed today with the Securities and Exchange
Commission (the "Commission") by White Mountains Insurance Group, Inc. (formerly
"Fund American Enterprises Holdings, Inc."), a Delaware corporation (the
"Company"), for the purpose of registering under the Securities Act of 1933, as
amended (the "Act"), an indeterminate amount of interests in the Folksamerica
Holding Company 401(k) Savings and Investment Plan (the "Plan") and 200,000
shares of the common stock, $1.00 par value, of the Company (the "Registered
Shares"), which may consist of shares already issued or newly issued shares, we,
as your counsel, have examined such certificates, instruments, and documents and
have reviewed such questions of law as we have considered necessary or
appropriate for the purposes of this opinion, and, on the basis of such
examination and review, we advise you that, in our opinion:

         1. The Registered Shares have been legally authorized.

         2. When the Registration Statement has become effective and any newly
issued Registered Shares have been acquired at the election of a participant in
accordance with the Plan and paid for, said newly issued Registered Shares will
be validly issued, fully paid, and nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.


                                     Very truly yours,

                                     MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.