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Exhibit 5.1
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"), I, as legal
counsel of the Company, have examined such corporate records, certificates and
other documents, and such questions of law, as I have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my opinion:
The Company has been duly incorporated and is validly existing under the laws of
the State of Minnesota.
When the registration statement relating to the Securities 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
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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 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.
I 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 judgment. In the case of a Security
denominated in a foreign currency, a state court in the State of New York
rendering a judgment 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 judgment would be converted into United
States dollars at the exchange rate prevailing on the date of entry of the
judgment.
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 I am expressing no opinion
as to the effect of the laws of any other jurisdiction. With respect to all
matters of New York Law, I have relied upon the opinion, dated the date hereof,
of Sullivan & Cromwell, and my opinion is subject to the same assumptions,
qualifications and limitations with respect to such matters as are contained in
such opinion of Sullivan & Cromwell.
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The St. Paul Companies, Inc. -3-
Also, I have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by me to be
responsible.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to me under the heading "Validity of Debt
Securities" in the Prospectus. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
/s/ Bruce A. Backberg
Bruce A. Backberg
Senior Vice President
