Attached files
file | filename |
---|---|
8-K - FORM 8-K - BERKLEY W R CORP | y86605e8vk.htm |
EX-4.2 - EX-4.2 - BERKLEY W R CORP | y86605exv4w2.htm |
EX-1.1 - EX-1.1 - BERKLEY W R CORP | y86605exv1w1.htm |
EX-12.1 - EX-12.1 - BERKLEY W R CORP | y86605exv12w1.htm |
Exhibit 5.1
[LETTERHEAD OF WILLKIE FARR & GALLAGHER LLP]
September 16, 2010
W. R. Berkley Corporation
475 Steamboat Road
Greenwich, Connecticut 06830
475 Steamboat Road
Greenwich, Connecticut 06830
Re: | W. R. Berkley Corporation 5.375% Senior Notes due 2020 |
Ladies and Gentlemen:
We have acted as counsel to W. R. Berkley Corporation, a Delaware corporation (the Company),
in connection with the issuance and sale by the Company of an aggregate of $300,000,000 principal
amount of the Companys 5.375% Senior Notes due 2020 (the Securities) pursuant to the Indenture,
dated as of February 14, 2003, as supplemented by the Seventh Supplemental Indenture (such
Indenture, as so supplemented, the Indenture), dated as of September 16, 2010, between the
Company and The Bank of New York Mellon (formerly The Bank of New York), as trustee (the
Trustee).
In connection therewith, we have examined (a) the Registration Statement on Form S-3 (File No.
333-155724) (the Registration Statement) filed by the Company and the other related registrants
with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as
amended (the Securities Act), (b) the prospectus of the Company dated November 26, 2008, as
supplemented by the prospectus supplement, dated September 13, 2010, relating to the Securities, as
filed with the Commission on September 14, 2010, pursuant to Rule 424(b) under the Securities Act
(the Prospectus), and (c) the form of the Indenture. In addition, we have examined the originals
(or copies certified or otherwise identified to our satisfaction) of resolutions of the Board of
Directors of the Company or committees thereof and such other agreements, instruments,
certificates, documents and records and have reviewed such questions of law and made such inquiries
as we have deemed necessary or appropriate for the purposes of the opinions rendered herein.
In such examination, we have assumed, without inquiry, the legal capacity of all natural
persons, the genuineness of all signatures on all documents examined by us, the authenticity of all
documents submitted to us as originals, the conformity to the original documents of all such
documents submitted to us as copies and the authenticity of the originals of such latter documents.
We have also assumed that the books and records of the Company are maintained in accordance with
proper corporate procedures. As to any facts material to our opinion, we have, when relevant facts
were not independently established, relied upon the aforesaid agreements, instruments,
certificates, documents and records and upon statements and certificates of officers and
representatives of the Company and public officials.
W. R. Berkley Corporation
September 16, 2010
Page 2
September 16, 2010
Page 2
Based upon the foregoing, and subject to the limitations, qualifications and assumptions
stated herein, we are of the opinion that the Securities have been duly authorized and (assuming
their due authentication by the Trustee), when they have been duly executed, issued and delivered
in accordance with the terms of the Indenture, will constitute valid and legally binding
obligations of the Company entitled to the benefits provided by the Indenture.
The opinions rendered herein are limited to the laws of the State of New York, the General
Corporation Law of the State of Delaware and the Federal laws of the United States.
We consent to the filing of this opinion as an exhibit to the Companys Current Report on Form
8-K dated September 13, 2010, as filed with the Commission on September 16, 2010, which is
incorporated by reference into the Registration Statement and the Prospectus and to the use of our
name under the caption Legal Matters contained in the Prospectus. In giving our consent, we do
not thereby concede that we come within the category of persons whose consent is required by the
Securities Act or the rules and regulations promulgated thereunder.
Very truly yours, |
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/s/ WILLKIE FARR & GALLAGHER LLP | ||||