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EXHIBIT 5
DRINKER BIDDLE & SHANLEY LLP
500 Campus Drive
Florham Park, New Jersey 07932-1047
July 17, 2000
Selective Insurance Group, Inc.
40 Wantage Avenue
Branchville, New Jersey 07890
Re: Selective Insurance Group, Inc.
Gentlemen:
We have acted as special counsel to Selective Insurance Group, Inc., a
New Jersey corporation (the "Company"), in connection with the preparation and
filing under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offer and sale of up to 450,000 shares (the "Shares") of the Company's
common stock, par value $2.00 per share issuable pursuant to the Company's Stock
Option Plan for Directors (the "Plan").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
For purposes of this opinion, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of the Registration
Statement, together with exhibits filed as a part thereof, and all such other
documents, records, certificates, including certificates of public officials,
and other instruments as we have deemed necessary or appropriate.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing
under the laws of the State of New Jersey.
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Selective Insurance Group, Inc.
July 17, 2000
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2. The Shares have been duly authorized and, when sold in the
manner and for the consideration contemplated by the Plan and
the Registration Statement, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name therein. By giving the
foregoing consent, we do not admit that we are persons whose consent is required
under Section 7 of the Act.
Very truly yours,
Drinker Biddle & Shanley LLP
