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December 28, 2000 EXHIBIT 5.1
Chandler Insurance Company, Ltd.
Anderson Square, Fifth Floor
P.O. Box 1854
Grand Cayman, Cayman Islands B.W.I.
Gentlemen:
We have acted as counsel to Chandler Insurance Company, Ltd., a Cayman
Islands corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), on Form
S-8 (the "Registration Statement") of 500,000 Series A Preferred Shares,
$1.00 par value ("Series A Preferred Shares"), of the Company, which are
authorized for issuance under the Chandler (U.S.A.), Inc. 401(k) Thrift Plan
(the "Thrift Plan").
We have assisted the Company in the preparation of, and are familiar with,
the Registration Statement to be filed with the Securities and Exchange
Commission on December 29, 2000 for the registration under the Securities Act
of the 500,000 Series A Preferred Shares covered by the Thrift Plan.
With respect to the foregoing, we have examined and have relied upon
originals or copies, certified or otherwise identified to our satisfaction,
of such corporate records, documents, orders, certificates and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.
Based upon the foregoing, we are of the opinion that the 500,000 Series A
Preferred Shares of the Company which from time to time may be issued under
the Thrift Plan from authorized but unissued shares in accordance with
appropriate proceedings of the shareholders and Board of Directors of the
Company or a committee thereof, when so issued and sold at prices in excess
of the par value of the Series A Preferred Shares, in accordance with the
respective provisions of the Thrift Plan and related agreements entered into
by the Company, will be duly and validly authorized and issued by the Company
and fully paid and nonassessable.
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Chandler Insurance Company, Ltd.
December 28, 2000
Page 2
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit that
we are in the category of persons whose consent is required under Section 7
of the Securities Act and the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
GARDERE WYNNE SEWELL LLP
By:
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David G. McLane, Partner
