SEC Info - Crum & Forster Holdings Corp - ‘S-4’ on 6/29/07

Exhibit 5.1

[LETTERHEAD OF SHEARMAN & STERLING LLP]

June 29, 2007

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

Crum & Forster Holdings Corp.

Ladies and Gentlemen:

We have acted as counsel to Crum & Forster Holdings Corp., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-4 (the “Registration Statement”) with the United States Securities and Exchange Commission relating to the issuance of the Company’s 7³/4% Senior Notes due 2017 (the “New Notes”). Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange (the “Exchange Offer”) up to $330,000,000 aggregate principal amount of New Notes for a like amount of its outstanding unregistered 7³/4% Senior Notes due 2017 issued May 7, 2007 (the “Old Notes”). The New Notes will be registered under the Securities Act of 1933, as amended, as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offer. The New Notes are to be issued under an Indenture, dated as of May 7, 2007 (the “Indenture”), between the Company and The Bank of New York as trustee (the “Trustee”).

In connection with the preparation and filing of the Registration Statement, we have reviewed originals or copies of the following documents:

	(a)		The Indenture.

	(b)		A specimen of the New Notes.

The documents described in the foregoing clauses (a) and (b) are collectively referred to as the “Opinion Documents”.

We have also reviewed the following:

	(a)		The Registration Statement.

	(b)		The Prospectus.

(c)

Originals or copies of such other corporate records of the Company, certificates of public officials and of officers of the Company and agreements and other documents as we have deemed necessary as a basis for the opinion expressed below.

In our review of the Opinion Documents and other documents, we have assumed:

	(a)		The genuineness of all signatures.

	(b)		The authenticity of the originals of the documents submitted to us.

	(c)		The conformity to authentic originals of any documents submitted to us as copies.

	(d)		As to matters of fact, the truthfulness of the representations made in the Opinion Documents and in certificates of public officials and officers of the Company.

	(e)		That each of the Opinion Documents is the legal, valid and binding obligation of each party thereto, other than the Company, enforceable against each such party in accordance with its terms.

	(f)		That:

(i)

The execution, delivery and performance by the Company of the Opinion Documents to which it is a party do not:

	(A)		except with respect to Generally Applicable Law, violate any law, rule or regulation applicable to it; or

	(B)		result in any conflict with or breach of any agreement or document binding on it of which any addressee hereof has knowledge, has received notice or has reason to know.

(ii)

Except with respect to Generally Applicable Law, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or (to the extent the same is required under any agreement or document binding on it of which an addressee has knowledge, has received notice or has reason to know)any other third party is required for the due execution, delivery or performance by the Company of any Opinion Document to which it is a party or, if any such authorization, approval, consent, action, notice or filing is required, it has been duly obtained, taken, given or made and is in full force and effect.

We have not independently established the validity of the foregoing assumptions.

2

“Generally Applicable Law” means the law of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Opinion Documents or the transactions governed by the Opinion Documents. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Company, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the assumptions and qualifications set forth herein, we are of the opinion that when the New Notes have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and if and when issued upon consummation of the Exchange Offer as set forth in the Registration Statement, the New Notes will be the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture.

Our opinion expressed above is subject to the following qualifications:

	(a)		Our opinion is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).

	(b)		Our opinion is also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

	(c)		Our opinion is limited to Generally Applicable Law and we do not express any opinion herein concerning any other law.

This opinion letter is rendered to you in connection with the Exchange Offer. This opinion letter may not be relied upon by you for any other purpose without our prior written consent.

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed herein.

3

We hereby consent to the filing of this opinion letter 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 promulgated thereunder.

Very truly yours,

/s/ Shearman & Sterling LLP

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This ‘S-4’ Filing	Date	Other Filings

Filed on:	6/29/07
	5/7/07	8-K
		List all Filings

Crum & Forster Holdings Corp – ‘S-4’ on 6/29/07 – EX-5.1

On: Friday, 6/29/07, at 5:19pm ET · Accession #: 909567-7-877 · File #: 333-144242

Previous ‘S-4’: ‘S-4/A’ on 3/15/04 · Latest ‘S-4’: This Filing · 1 Reference: By: SEC – ‘UPLOAD’ on 7/5/07

Registration of Securities Issued in a Business-Combination Transaction — Form S-4
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EX-5.1 — Opinion re: Legality

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