EXHIBIT 5.1
[DUANE, MORRIS & HECKSCHER LLP LETTERHEAD]
January 4, 2001
The Board of Directors of
Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania 16530
Ladies and Gentlemen:
We have acted as counsel to Erie Indemnity Company (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a registration
statement on Form S-8 (the "Registration Statement") relating to the offer
and sale by the Company of up to an aggregate of 32,449 shares (the
"Shares") of Class A Common Stock, no par value, of the Company, pursuant
to the Company's Long-Term Incentive Plan (the "Plan").
As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration
Statement. We have also examined the Company's Articles of Incorporation
and Bylaws, as amended to date, the corporate minutes and other
proceedings and records relating to the authorization, sale and issuance of
the Shares, and such other documents and matters of law as we have deemed
necessary or appropriate in order to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares,
when issued in accordance with the terms and conditions of the Plan, will
be duly authorized, legally and validly issued and outstanding, fully paid
and nonassessable.
Sincerely,
DUANE, MORRIS & HECKSCHER LLP
By:/s/ Frederick W. Dreher
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A Partner
