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Exhibit 5.2
August 18, 2000
The St. Paul Companies, Inc.,
385 Washington Street,
St. Paul, Minnesota 55102
Dear Sirs:
In connection with the registration under the Securities Act
of 1933 (the "Act") of $1,000,000,000 aggregate amount of debt securities (the
"Securities") of The St. Paul Companies, Inc., a Minnesota corporation (the
"Company"), we, as your special counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in
our opinion, when the Registration Statement has become effective under the
Act, the Indenture relating to the Securities has been duly authorized,
executed and delivered, the terms of the Securities and of their issuance and
sale have been duly established by all necessary corporate action in
conformity with the Indenture so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company, and the Securities have been duly executed and
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The St. Paul Companies, Inc. -2-
authenticated in accordance with the Indenture and issued and sold as
contemplated in the Registration Statement, the Securities will constitute valid
and legally binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
We note that, as of the date of this opinion, a judgment
for money in an action based on a Security denominated in a foreign currency
or currency unit in a Federal or state court in the United States ordinarily
would be enforced in the United States only in United States dollars. The
date used to determine the rate of conversion of the foreign currency or
currency unit in which a particular Security is denominated into United
States dollars will depend upon various factors, including which court
renders the judgement. In the case of a Security denominated in a foreign
currency, a state court in the State of New York rendering a judgement on
such Security would be required under Section 27 of the New York Judiciary
Law to render such judgment in the foreign currency in which the Security is
denominated, and such judgement would be converted into United States dollars
at the exchange rate prevailing on the date of entry of the judgement.
The foregoing opinion is limited to the Federal laws of the
United States and the laws of the States of New York and Minnesota and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
With respect to all matters of Minnesota law, we have relied upon the opinion,
dated August 18, 2000, of Bruce A. Backberg, Senior Vice President of the
Company, and our opinion is subject to the same assumptions, qualifications and
limitations with respect to such matters as are contained in such opinion of Mr.
Backberg.
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The St. Paul Companies, Inc. -3-
Also, we have relied as to certain matters on information
obtained from public officials, officers of the Company and other sources
believed by us to be responsible.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to us under the heading
"Validity of Debt Securities" in the Prospectus. In giving such consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
/s/ Sullivan & Cromwell
