Crum & Forster Holdings Corp – ‘S-4/A’ on 9/22/03 – EX-5.1

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-5.1   —   Opinion re: Legality

EX-5.1
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                                                                     EXHIBIT 5.1

416-360-8484                                                                    

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.                                                                      

               We have examined the Registration Statement and the originals, or
copies identified to our satisfaction, of such corporate records of the Company,
certificates of public officials, officers of the Company and other persons, and
such other documents, agreements and instruments as we have deemed necessary as 
a basis for the opinions hereinafter expressed. In our examinations, we have    
assumed the genuineness of all signatures, the authenticity of all documents    
submitted to us as originals and the conformity with the originals of all       
documents submitted to us as copies.                                            

               Our opinions expressed below are limited to the laws of the State
of New York and the federal laws of the United States, and we do not express any
opinion herein concerning any other law.                                        

EX-5.1
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               Based upon the foregoing, we are of the opinion that assuming the
Registered Notes have been duly authenticated by The Bank of New York (the      
"Trustee") in its capacity as trustee under the indenture between Crum & Forster
Funding Corp., a Delaware corporation ("Funding") and the Trustee dated as of   
June 5, 2003 and the First Supplemental Indenture among the Company, Funding,   
and the Trustee, dated as of June 30, 2003 (collectively, the "Indenture"), the 
Registered Notes will constitute legal, valid and binding obligations of the    
Company, enforceable against the Company in accordance with their terms, except 
as enforcement thereof may be limited by bankruptcy, insolvency (including,     
without limitation, all laws relating to fraudulent transfers), reorganization, 
moratorium and other similar laws relating to or affecting enforcement of       
creditors' rights generally and by possible judicial action giving effect to    
foreign governmental actions or foreign laws affecting creditors' rights and    
except as enforcement thereof is subject to general principles of equity        
(regardless of whether such enforcement may be sought in a proceeding in equity 
or law).                                                                        

              The opinion set forth in the above paragraph is qualified to the
extent that we have assumed the due authorization, execution and delivery of the
Indenture by the Funding and the Trustee.                                       

      We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement and to the use of our    
name under the heading "Legal matters" in the Prospectus. In giving such        
consent, we do not hereby admit that we are in the category of persons whose    
consent is required under Section 7 of the Act and the rules and regulations of 
the Commission promulgated thereunder.                                          

                         Very truly yours,

                                   /s/ Shearman & Sterling LLP

2 

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		9/22/03							None on these Dates
		9/18/03		1
		6/30/03		2
		6/5/03		1		2
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