EX-5.1 2 exhibit5_1.htm EXHIBIT 5.1 exhibit5_1.htm
EXHIBIT 5.1


LOEWS CORPORATION
667 Madison Avenue
New York, New York  10065-8087




August 1, 2012

Loews Corporation
667 Madison Avenue
New York, New York  10065-8087

Ladies and Gentlemen:
 
I am providing this opinion as General Counsel of Loews Corporation, a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended, of 6,000,000 shares of its common stock, $0.01 par value (the “Shares”), to be offered pursuant to the Loews Corporation Stock Option Plan, as amended and restated (the “Plan”).  In connection therewith, I have examined or am otherwise familiar with the Company’s Certificate of Incorporation, the Company’s By-Laws, the Plan, the Company’s Registration Statement on Form S-8 (the “Registration Statement”) relating to the Shares, relevant resolutions of the Board of Directors of the Company, and such other documents and instruments as I have deemed necessary for the purposes of this opinion.  I hold options to purchase Shares and stock appreciation rights to acquire Shares under the Plan.
 
Based upon the foregoing, I am of the opinion that the Shares are duly authorized for issuance and when issued in accordance with the provisions of the Plan will be legally issued, fully paid and non-assessable shares of common stock of the Company.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.


 
Very truly yours,
 
 
   
 
/s/ Gary W. Garson
 
Gary W. Garson, Esq.
 
Senior Vice President,
 
Secretary and General
 
Counsel