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[Wolf, Block, Schorr, and Solis-Cohen LLP Letterhead]
Exhibit 5
June 21, 2000
Philadelphia Consolidated Holding Corp.
One Bala Plaza
Suite 100
Bala Cynwyd, PA 19004
RE: Registration Statement on Form S-8 Relating to the
Philadelphia Insurance Companies Employee Stock Purchase Plan
Ladies and Gentlemen:
As counsel to Philadelphia Consolidated Holding Corp., a Pennsylvania
corporation (the "Company"), we have assisted in the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to 500,000 shares of the Company's Common Stock, no par value
(the "Common Stock"), that may be issued under the Philadelphia Insurance
Companies Employee Stock Purchase Plan (the "Plan").
In this connection, we have examined the Company's Articles of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuance of the Common Stock as we have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity with original and certified documents of
all copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company. Based upon the foregoing, it is
our opinion that the shares of Common Stock offered and to be offered under the
Plan are duly authorized and, when issued and sold pursuant to the terms of the
Plan, will be legally issued, fully paid and non-assessable.
We hereby expressly consent to the inclusion of this opinion as an
exhibit to the registration statement.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
