Exhibit 5
HUNTER & HUNTER
The Huntlaw Building
P.O. Box 190 GT
Grand Cayman
Cayman Islands
18 September 2000
TO: XL Capital Ltd
Cumberland House
One Victoria Street
P.O. Box HM 2245
Hamilton HM JX
Bermuda
Dear Sirs:
XL Capital Ltd (the "Company") - Form S-8 Registration Statement
You have asked us to render this opinion in our capacity as your counsel as to
Cayman Islands law in connection with the registration pursuant to a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as Amended (the "Act") of the 10,340,801 Class A
ordinary shares of the Company, par value US$0.01 per share (the "Ordinary
Shares") to be issued pursuant to the Company's 1991 Performance Incentive
Program, 1999 Performance Incentive Program and the Company's Converted 1997
Incentive and Capital Accumulation Plan (together, the "Plans") as ratified and
adopted by the board of directors of the Company.
We have reviewed the Company's Memorandum and Articles of Association as issued
by or filed with the Registrar of Companies prior to the date hereof and the
form of the Registration Statement as filed with the Securities and Exchange
Commission. We have assumed without independent verification the genuiness of
all signatures, authenticity of all documents submitted to us as originals and
the conformity with the original documents of all documents submitted to us by
telefax or as copies or conformed copies. We have relied upon the accuracy of a
certificate of an officer of the Company dated 15 September 2000 in giving this
opinion further verification.
We assume that all subscription monies due in respect of shares issued by the
Company have been or will be duly received by the Company. We further assume
that all Ordinary Shares to be issued in accordance with the Plans have been
reserved for issuance and that there are no intervening changes in the Plans,
the Company's Memorandum and Articles of Association, the laws of the Cayman
Islands or any other relevant matter.
On the basis of the foregoing, we would advise as follows:
1. The Company's authorised capital is US$9,990,000 divided into 999,990,000
Ordinary Shares of a par value of US$0.01 each.
2. The Company has sufficient authorised share capital to issue the Ordinary
Shares and the issue thereof is within the power of the Company's Board of
Directors. The Ordinary Shares to be issued in accordance with the Plans
have been duly authorised and when issued and registered in the Company's
Register of Members in accordance with the provisions of the Plans will be
legally and validly issued.
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3. On the basis that the contractual subscription price (being not less than
the par value) of the Ordinary Shares is fully paid in cash or satisfied by
other consideration approved by the Board of Directors of the Company or a
duly established Committee thereof, such Ordinary Shares issued or to be
issued may properly be credited as fully paid under Cayman Islands Law.
4. Fully paid shares are not subject to further calls or assessments by the
Company in respect of such shares.
5. The Company has been incorporated as an exempted company under the
Companies Law of the Cayman Islands and under the Memorandum of Association
of the Company, the liability of its shareholders is limited to the amount,
if any, unpaid on their shares. On the basis that all such shares are fully
paid, there is no rule of Cayman Islands law that would impose any further
liability on person holding shares in the Company solely by reason of such
shareholding.
We are practicing in the Cayman Islands and we do not purport to be experts on
the laws of any other jurisdiction and we have made no investigation of, or
express any opinion as to the laws of any jurisdiction other than the Cayman
Islands. This opinion is based upon the laws of the Cayman Islands in effect at
the date hereof and is given only as to the circumstances existing on the date
hereof and known to us.
This opinion is intended solely for your benefit and may not be relied upon by
any person although we hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name under the
heading "Certain Legal Matters."
Yours faithfully,
HUNTER & HUNTER
per: /s/ Allison Nolan
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Allison Nolan
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