Landamerica Financial Group Inc – ‘S-3’ on 1/8/98 – EX-5

As of:  Thursday, 1/8/98   ·   Accession #:  1002105-98-1   ·   File #:  333-43913

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         S-3 Filed by Lawyers Title Corporation               153    814K 
 2: EX-5        Exhibits 5.1 and 23.1                                  1      6K 
 3: EX-23       Exhibit 23.2                                           1      6K 
 4: EX-23       Exhibit 23.3                                           1      6K 

EX-5   —   Exhibits 5.1 and 23.1

                                                           Exhibits 5.1 and 23.1

[WILLIAMS, MULLEN, CHRISTIAN & DOBBINS LETTERHEAD]

January __, 1998

Board of Directors                                                              
Lawyers Title Corporation                                                       
6630 West Broad Street                                                          
Richmond, VA  23230                                                             

Ladies and Gentlemen:                                                           

         This letter is in reference to the  Registration  Statement on Form S-3
(the  "Registration  Statement")  that is about to be  filed  by  Lawyers  Title
Corporation (the "Company") with the Securities and Exchange  Commission for the
registration  under the Securities Act of 1933, as amended,  of 1,750,000 shares
of the Company's Common Stock, without par value, and associated Preferred Share
Purchase  Rights  (together,  the  "Shares"),  which  Shares are  proposed to be
offered to the public  pursuant to an  Underwriting  Agreement to be filed as an
exhibit to the Registration Statement (the "Offering").                         

         We have examined such corporate  proceedings,  records and documents as
we considered necessary for the purposes of this opinion.                       

         The  opinion  expressed  herein  is  limited  in  all  respects  to the
application of the law of the Commonwealth of Virginia.                         

         Based  on  the   foregoing,   and  subject  to  the   limitations   and
qualifications  set forth  herein,  it is our  opinion  that the  aforementioned
Shares,  when issued against payment therefor pursuant to the Offering,  will be
validly issued, fully paid and non-assessable under the laws of the Commonwealth
of Virginia.                                                                    

         Our opinion is expressed as of the date that shares of Common Stock are
issued pursuant to the Offering against payment  therefor,  and we do not assume
any  obligation  to update or  supplement  our  opinion to  reflect  any fact or
circumstance  subsequently  arising or any change in law subsequently  occurring
after  such date.  We hereby  consent  to the  filing of this  opinion  with the
Commission as an exhibit to the  Registration  Statement and to the reference to
us under the caption  "Legal  Matters" in the  Prospectus  forming a part of the
Registration Statement.                                                         

                         Very truly yours,