EX-5 3 y61205exv5.txt OPINION OF DRINKER BIDDLE & SHANLEY LLP Exhibit 5 DRINKER BIDDLE & SHANLEY LLP 500 Campus Drive Florham Park, New Jersey 07932 June 7, 2002 The Chubb Corporation 15 Mountain View Road Warren, New Jersey 07061 Re: The Chubb Corporation Global Employee Stock Purchase Plan (2001) Ladies and Gentlemen: We have acted as special counsel to The Chubb Corporation, a New Jersey corporation (the "Company"), in connection with the filing under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8 (the "Registration Statement") relating to the offer and sale of up to 7,900,000 shares (the "Shares") of the Company's common stock, par value $1.00 per share, issuable pursuant to the Company's Global Employee Stock Purchase Plan (2001) (the "Plan"). This opinion is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act. For purposes of this opinion, we have examined originals or copies, certified or otherwise, identified to our satisfaction, of the Registration Statement, together with exhibits filed as a part thereof, and all such other documents, records, certificates, including certificates of public officials, and other instruments as we have deemed necessary or appropriate. Based upon the foregoing, we are of the opinion that: 1. The Company is validly existing under the laws of the State of New Jersey. 2. The Shares have been duly authorized and, when issued in the manner and for the consideration contemplated by the Plan, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name therein. By giving the foregoing consent, we do not The Chubb Corporation June __, 2002 Page 2 admit that we are persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission. Very truly yours, /s/DRINKER BIDDLE & SHANLEY LLP