South Wacker Drive
June 11, 2021
Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601
Re: Old Republic International Corporation 3.850%
Senior Notes due June 11, 2051
Ladies and Gentlemen:
We are acting as counsel to Old Republic International
Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance and sale of the Company’s
3.850% Senior Notes due June 11, 2051 in the aggregate principal amount of $650,000,000 (the “Notes”) to be sold pursuant
to an Underwriting Agreement entered into among the Company and Morgan Stanley & Co. LLC, as representative of the several underwriters
(the “Underwriters”) named therein (the “Underwriting Agreement”).
The Notes are to be issued under an indenture, dated
as of August 15, 1992 (the “Base Indenture”), between the Company and Wilmington Trust Company, as trustee (the “Trustee”),
as supplemented by a supplemental indenture relating to the Notes, dated June 11, 2021, between the Company and the Trustee (the “Supplemental
Indenture” and together with the Base Indenture, the “Indenture”).
The Notes were registered pursuant to a Registration
Statement on Form S-3 (No. 333-254094) (the “Registration Statement”), including the base prospectus, dated March 10, 2021,
a preliminary prospectus supplement dated June 8, 2021, and a final prospectus supplement dated June 8, 2021, filed with the Securities
and Exchange Commission by the Company under the Securities Act of 1933, as amended (the “Securities Act”).
This opinion letter is being delivered in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
As counsel to the Company in connection with the
proposed issuance and sale of the Notes, we have examined or are otherwise familiar with (i) the Certificate of Incorporation of the Company,
as amended to date; (ii) the By-Laws of the Company, as amended to date; (iii) the Registration Statement, including the exhibits thereto;
(iv) the Indenture; (v) resolutions adopted by the Board of Directors of the Company and a committee thereof in connection with the issuance
of the Notes and matters related thereto; and (vi) such other documents, records and instruments as we have deemed necessary or appropriate
for purposes of this opinion.
Atlanta | Austin | Boston | Chicago
| Cincinnati | Dallas | Hartford | Hong Kong | Houston | Istanbul | London | Los Angeles | Miami
Morristown | New Orleans | New York | Providence | Sacramento | San Francisco | Stamford | Tokyo | Washington DC | West Palm Beach
June 11, 2021
In our examination of the above-referenced documents,
we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as
originals and the conformity with the originals of all documents submitted to us as copies.
Based upon the foregoing, having regard for such
legal considerations as we deem relevant and assuming that (i) the Indenture has been duly authorized, executed and delivered by, and
represents the valid and binding obligation of, the Trustee; and (ii) the Notes have been duly authenticated by the Trustee, we are of
the opinion that the Notes have been authorized and, when executed, authenticated and issued in accordance with the provisions of the
Indenture and delivered to and paid for by the Underwriters and issued pursuant to the Underwriting Agreement and the Company receives
the consideration provided for in the Underwriting Agreement, will constitute valid and legally binding obligations of the Company enforceable
in accordance with their terms.
The opinions expressed herein are subject to the
qualification that the enforceability of any contract or agreement may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting the enforceability of creditors’ rights generally and to court decisions with
respect thereto and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).
We express no opinion as to the laws of any jurisdiction
other than the laws of the State of New York, the General Corporation Law of the State of Delaware, and the federal laws of the United
We hereby consent to the deemed incorporation by
reference of this opinion into the Registration Statement and to the reference to our firm therein. In giving such consent, we do not
admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose
consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Locke Lord LLP
LOCKE LORD LLP