EX-8.1 6 y32658exv8w1.htm EX-8.1: LEGAL OPINION OF DEBEVOISE & PLIMPTON LLP EX-8.1

  919 Third Avenue
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March 29, 2007
The Chubb Corporation
15 Mountain View Road, P.O. Box 1615
Warren, New Jersey 07061-1619
The Chubb Corporation
6.375% Directly-Issued Subordinated Capital Securities Due 2067
Ladies and Gentlemen :
     We have acted as special tax counsel to The Chubb Corporation, a New Jersey corporation (“Chubb”), in connection with the registration and filing with the Securities Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), by Chubb of the prospectus supplement dated March 26, 2007 (the “Prospectus Supplement”) and accompanying prospectus included in the Registration Statement (as defined below) (the “Prospectus”), which were filed with the Commission on March 27, 2007, pursuant to Rule 424(b) under the Act, relating to the public offering by Chubb of an aggregate principal amount of $1,000,000,000 of 6.375% Directly-Issued Subordinated Capital Securities due 2067 (the “Debentures”). The Debentures are being issued pursuant to the Indenture, dated as of March 29, 2007 (the “Indenture”), as supplemented by the First Supplemental Indenture, dated as of March 29, 2007 (the “Supplemental Indenture”), in each case between Chubb and The Bank of New York Trust Company, N.A., as indenture trustee.
     In furnishing this opinion letter, we have reviewed (i) the Registration Statement on Form S-3 (No. 333-141561) of Chubb (the “Registration Statement”) covering, among other securities, the Debentures, which Registration Statement became effective under the Act on March 26, 2007; (ii) the Prospectus; (iii) the Prospectus Supplement; (iv) the Indenture; (v) the Supplemental Indenture; (vi) the Replacement Capital Covenant, dated as of March 29, 2007, by Chubb in favor of and for the benefit of each Covered Debtholder (as defined therein) (the “Replacement Capital Covenant”); (vii) the form of the Debentures set forth in Exhibit A to the Supplemental Indenture; and (viii) such other records, documents, certificates or other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In this examination, we have assumed without independent investigation or inquiry the legal capacity of all natural persons executing documents, the genuineness of all signatures on original or certified copies, the authenticity of all original or certified copies, the conformity to
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The Chubb Corporation   2   March 29, 2007
original or certified documents of all copies submitted to us as conformed or reproduction copies, the enforceability of all documents reviewed by us and that the Debentures will be in a form substantially identical to the form of the Debentures set forth in Exhibit A to the Supplemental Indenture. Our opinion is based on facts and circumstances set forth in the Registration Statement, the Prospectus, the Prospectus Supplement, the Indenture, the Supplemental Indenture, the Replacement Capital Covenant and the other documents reviewed by us. In addition, we have relied as to factual matters upon, and have assumed the accuracy of, representations, statements and certificates of or from public officials and of or from officers and representatives of all persons whom we have deemed appropriate, including certain representations made by you to us.
     Based on the foregoing, and subject to the limitations, qualifications and assumptions set forth herein and in the Prospectus Supplement, the statements of law and legal conclusions in the discussion under the heading “Material United States Federal Income Tax Considerations” in the Prospectus Supplement represent our opinion.
     Our opinion is based upon the Internal Revenue Code of 1986, as amended, Treasury Regulations (including proposed Treasury Regulations) issued thereunder, Internal Revenue Service rulings and pronouncements and judicial decisions now in effect, all of which are subject to change, possibly with retroactive effect. Our opinion is limited to the matter expressly stated herein, and no opinion is implied or may be inferred beyond the matter expressly stated herein. Our opinion is rendered only as of the date hereof, and could be altered or modified by changes in facts or circumstances, events, developments, changes in the documents reviewed by us, or changes in law subsequent to the date hereof. We have not undertaken to advise you or any other person with respect to any such change subsequent to the date hereof.
     We consent to the filing of this opinion letter as an exhibit to Chubb’s Form 8-K to be filed in connection with the issuance and sale of the Debentures, incorporated by reference in the Registration Statement, and to the use of our name under the headings “Material United States Federal Income Tax Considerations” and “Legal Opinions” in the Prospectus Supplement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
  Very truly yours,