Attached files
file | filename |
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8-K - FORM 8-K - HCC INSURANCE HOLDINGS INC/DE/ | y803048ke8vk.htm |
EX-1.1 - EX-1.1 - HCC INSURANCE HOLDINGS INC/DE/ | y803048kexv1w1.htm |
EX-4.2 - EX-4.2 - HCC INSURANCE HOLDINGS INC/DE/ | y803048kexv4w2.htm |
EX-99.1 - EX-99.1 - HCC INSURANCE HOLDINGS INC/DE/ | y803048kexv99w1.htm |
Exhibit 5.1
November 10, 2009
HCC Insurance Holdings, Inc.
13403 Northwest Freeway
Houston, Texas 77040
13403 Northwest Freeway
Houston, Texas 77040
Ladies and Gentlemen:
We have advised HCC Insurance Holdings, Inc., a Delaware corporation (the Company) in
connection with (i) the Companys Prospectus, dated March 23, 2009 (the Prospectus) included in
the registration statement on Form S-3 dated
March 23, 2009 (File No. 333-158164) (the Registration Statement) filed by the Company with the Securities and Exchange Commission for the purpose of
offering under the Securities Act of 1933, as amended, the Companys debt securities, debt
warrants, common stock, common stock warrants, preferred stock, preferred stock warrants and Trust
Preferred shares to be offered from time to time by the Company on terms to be determined at the
time of the offering and (ii) the issuance by the Company of up to $300.0 million aggregate
principal amount of the Companys 6.300% Senior Notes
due 2019 (the Notes) as described in the Companys
Prospectus Supplement, dated November 10, 2009
(the Prospectus Supplement) to the Prospectus, and pursuant to an indenture, dated August 23, 2001, between the
Company and U.S. Bank National Association (as successor to Wachovia Bank, National Association as
successor to First Union National Bank), as trustee (the
Trustee), to be supplemented by the Fourth
Supplemental Indenture, dated as of November 16, 2009 (the Indenture), and the public offering of
the Notes pursuant to an underwriting agreement dated
November 10, 2009, among the Company, Banc of America Securities LLC, J.P. Morgan Securities Inc. and
Wells Fargo Securities, LLC, as representatives of the several
underwriters named therein. Capitalized terms used
and not defined herein shall have the meanings assigned to them in the Prospectus Supplement or the
Indenture.
We have examined such corporate records, certificates and other documents, and reviewed such
questions of law, as we have considered necessary or appropriate for the purpose of this opinion.
On the basis of such examination and review, we advise you that, in our opinion, when the Notes
have been duly issued and sold in the manner contemplated by the
Prospectus and the
Prospectus Supplement, and assuming due authentication thereof by the Trustee in accordance with
the provision of the Indenture, the Notes will constitute valid and legally binding obligations of
the Company, enforceable against the
HCC Insurance Holdings, Inc.
November 10, 2009
Page 2
November 10, 2009
Page 2
Company in accordance with their terms, subject to bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws
affecting creditors rights generally and to general principles of equity regardless of whether
enforcement is considered in a proceeding in equity or at law.
We hereby consent to the filing as an exhibit to the Companys Current Report on Form 8-K of
this opinion and to its incorporation by reference in the Registration Statement. We also hereby
consent to the references to us under the heading Validity of the Notes in the Prospectus Supplement
and Certain Legal Matters in the Prospectus.
In giving this consent, we do not admit that we are in the category of persons whose consent is
required by Section 7 of the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder by the Securities and Exchange Commission.
Very truly yours,
/s/
Haynes and Boone, LLP