Exhibit 5(A)
June 12, 2000
Old Republic International Corporation
307 North Michigan Avenue
Chicago, Illinois 60601
RE: Registration Statement on Form S-8
Gentlemen:
I am Senior Vice President, Secretary and General Counsel of Old
Republic International Corporation, a Delaware corporation (the "Company"). This
opinion is rendered in connection with the Registration Statement on Form S-8
filed with the Securities and Exchange Commission (the "Commission") relating to
the registration of 500,000 shares of the Company's Common Stock, $1.00 par
value per share (the "Shares"), and participating interests ("Participations")
pursuant to the terms of the Great West Casualty Company Profit Sharing Plan
(the "Plan"). In this connection, I have examined originals or copies identified
to my satisfaction of such documents, corporate and other records, certificates
and other papers as I deemed necessary to examine for purposes of this opinion,
including but not limited to the Restated Certificate of Incorporation and
By-laws of the Company, as amended, resolutions of the board of directors of the
Company, and the Plan.
It is my opinion that the Shares and Participations, when issued
pursuant to the Plan will be legally issued, and that the Shares, when issued
pursuant to the Plan, will be fully paid and non-assessable.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name under "Interests of Named
Experts and Counsel" in the Registration Statement and under "Legal Opinions" in
the related Prospectus.
Very truly yours,
/s/ Spencer LeRoy III
Spencer LeRoy III
Senior Vice President,
Secretary and General Counsel
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