[Exhibit 5.1]
[Letterhead of Conyers Dill & Pearman]
8 November, 2000
Arch Capital Group Ltd.
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Dear Sirs
Arch Capital Group Ltd.
We have acted as special legal counsel in Bermuda to Arch Capital Group, Ltd., a
Bermuda company, (the "Company") in connection with the transactions described
in the Registration Statement on Form S-8 filed with the United States
Securities and Exchange Commission on 8 November, 2000 (the "Registration
Statement").
For the purposes of giving this opinion, we have examined and relied on a copy
of the Registration Statement.
We have also reviewed a copy of the memorandum of association and the bye-laws
of the Company and such other documents and made such enquiries as to questions
of law as we have deemed necessary in order to render the opinions set forth
below.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda.
The Registration Statement contemplates the sale by the Selling Shareholders (as
referred to in the Registration Statement) of common shares in the Company
issued or issuable to the Selling Shareholders pursuant to the Plans (as defined
in the Registration Statement). Such shares are hereinafter referred to as the
"Relevant Shares".
On the basis of and subject to the foregoing, it is our opinion that the
Relevant Shares have been validly issued, fully paid and not subject to further
calls or, when issued and paid for pursuant to the Plans, will have been validly
issued and fully paid and not be subject to further calls.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
United States Securities Act of 1933 and the rules and regulations of the United
States Securities and Exchange Commission thereunder.
Yours faithfully,
/s/ Conyers Dill 7 Pearman
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CONYERS DILL & PEARMAN
