Crum & Forster Holdings Corp – ‘S-4/A’ on 9/22/03 – EX-8.1

On:  Monday, 9/22/03, at 6:49am ET   ·   Accession #:  909567-3-1090   ·   File #:  333-107722

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of          HTML   2.22M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                   2     13K 
 3: EX-8.1      Opinion re: Tax Matters                                1     10K 
 4: EX-10.27    Material Contract                                     14     55K 
 5: EX-10.28    Material Contract                                     14     55K 
 6: EX-10.29    Material Contract                                      2     12K 
 7: EX-12.1     Statement re: Computation of Ratios                    2±    11K 
 8: EX-23.2     Consent of Experts or Counsel                          1      7K 
 9: EX-99.1     Miscellaneous Exhibit                                  1     10K 
10: EX-99.2     Miscellaneous Exhibit                                  3     16K 
11: EX-99.3     Miscellaneous Exhibit                                  1      8K 
12: EX-99.4     Miscellaneous Exhibit                                  1      8K 
13: EX-99.5     Miscellaneous Exhibit                                  1      9K 
14: EX-99.6     Miscellaneous Exhibit                                  1      9K 
15: EX-99.7     Miscellaneous Exhibit                                  1      8K 
16: EX-99.8     Miscellaneous Exhibit                                 18     77K 
17: EX-99.9     Miscellaneous Exhibit                                  4     18K 

EX-8.1   —   Opinion re: Tax Matters

EX-8.1
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                                                                     EXHIBIT 8.1

    September 18, 2003

Crum & Forster Holdings Corp.                                                   
305 Madison Avenue                                                              
Morristown, New Jersey  07962                                                   

 Crum & Forster Holdings Corp.

Ladies and Gentlemen:                                                           

          We are acting as counsel to Crum & Forster Holdings Corp., a
Delaware corporation (the "Company"), in connection with the preparation of the 
registration statement on Form S-4 (the "Registration Statement") being filed   
with the Securities and Exchange Commission (the "Commission") under the        
Securities Act of 1933, as amended, relating to the exchange offer, as set forth
in the prospectus contained in the Registration Statement (the "Prospectus"), by
the Company of up to $300,000,000 aggregate principal amount of its Registered  
10 3/8% Senior Notes due 2013 (the "Registered Notes") in exchange for its      
outstanding 10 3/8% Senior Notes due 2013 issued on June 5, 2003. Any defined   
term used and not defined herein has the meaning given to it in the Registration
Statement.                                                                      

           Based upon the Internal Revenue Code of 1986, as amended, the
Treasury Regulations promulgated thereunder, judicial decisions, revenue rulings
and revenue procedures of the Internal Revenue Service, and other administrative
pronouncements, all as in effect on the date hereof, it is our opinion that,    
subject to the limitations set forth therein, the discussion contained in the   
Registration Statement under the caption "Certain U.S. federal income tax       
considerations" is an accurate summary of the material United States federal    
income tax consequences of the exchange offer and the ownership of the          
Registered Notes under currently applicable law.                                

              Our opinion is based on current United States federal income tax
law and administrative practice, and we do not undertake to advise you as to any
future changes in United States federal income tax law or administrative        
practice that may affect our opinion unless we are specifically retained to do  
so. Further, legal opinions are not binding upon the Internal Revenue Service   
and there can be no assurance that contrary positions may not be asserted by the
Internal Revenue Service.                                                       

      We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement.                         

                         Very truly yours,

                                   /s/ Shearman & Sterling LLP

Dates Referenced Herein

This ‘S-4/A’ Filing		Date		Other Filings
Filed on:		9/22/03		None on these Dates
		9/18/03
		6/5/03
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