EXHIBIT 5.1



                                December 31, 2001



HCC Insurance Holdings, Inc.
13403 Northwest Freeway
Houston, Texas  77040-6094

Ladies and Gentlemen:

         We have acted as counsel for HCC Insurance Holdings, Inc., a Delaware
corporation (the "Company") with respect to certain legal matters in connection
with the registration by the Company, under the Securities Act of 1933, as
amended (the "Securities Act"), of the offer and sale by the Company from time
to time, pursuant to Rule 415 under the Securities Act, of (1) unsecured debt
securities of the Company, which may be either senior or subordinated and may be
issued in one or more series, consisting of notes, debentures or other evidences
of indebtedness (the "Debt Securities"), (2) shares of common stock, $1.00 par
value, of the Company (the "Common Stock") and (3) warrants for the purchase of
Common Stock (the "Warrants" and, together with the Debt Securities and the
Common Stock, the "Securities").

         The aggregate initial offering price of the Securities to be offered
and sold by Registrants, pursuant to a registration statement on Form S-3 (the
"Registration Statement"), to which this opinion is an exhibit, will not exceed
$322,500,000. The Securities will be offered in amounts, at prices, and on terms
to be determined in light of market conditions at the time of sale and to be set
forth in supplements to the prospectus (each a "Prospectus Supplement")
contained in the Registration Statement.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of (1) the Certificate of Incorporation and Bylaws of the
Company, each as amended and/or restated to the date hereof, (2) the
Registration Statement, and (3) such other certificates, statutes, instruments
and documents as we considered appropriate for purposes



of the opinions hereafter expressed. In addition, we have further examined (1)
the proposed form of Indenture for Trust Debt Securities or Debt Securities from
the Company to First Union National Bank, as Trustee (the "Indenture") providing
for the issuance of the Trust Debt Securities or Debt Securities from time to
time in one or more series pursuant to the terms of one or more Securities
Resolutions (as defined in the Indenture) creating such series; (2) other
exhibits to the Registration Statement relating to the Securities; and (4)
corporate proceedings of the Registrants relating to the Registration Statement,
the Indenture and the transactions contemplated thereby. In addition, we
reviewed such questions of law we considered appropriate.

         In connection with this opinion, we have assumed that (i) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective; (ii) a Prospectus Supplement will have
been prepared and filed with the Securities and Exchange Commission (the
"Commission") describing the Securities offered thereby; (iii) all Securities
will be issued and sold in compliance with applicable federal and state
securities laws and in the manner stated in the Registration Statement and the
applicable Prospectus Supplement; (iv) the Indentures and a warrant agreement
("Warrant Agreement") relating to the Warrants will each be duly authorized,
executed and delivered by the parties thereto; (v) each person signing an
Indenture or a Warrant Agreement will have the legal capacity and authority to
do so; (vi) at the time of any offering or sale of any shares of Common Stock,
that the Company shall have such number of shares of Common Stock, as set forth
in such offering or sale, authorized or created and available for issuance;
(vii) a definitive purchase, underwriting or similar agreement with respect to
any Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto; and (viii) any
Securities issuable upon conversion, exchange or exercise of any Debt Securities
or Warrant being offered will have been duly authorized, created and, if
appropriate, reserved for issuance upon such conversion, exchange or exercise.

         Based on the foregoing, and subject to the assumptions, qualifications,
limitations, and exceptions set forth herein, we are of the opinion that:

(i)      When (a) the applicable Indenture relating either to senior Debt
         Securities or subordinated Debt Securities has been duly qualified
         under the Trust Indenture Act of 1939, as amended, (b) the Board of
         Directors of the Company (or a committee thereof) has taken all
         necessary corporate or similar action to approve the issuance and terms
         of any such Debt Securities, (c) the



         terms of such Debt Securities and of their issuance and sale have been
         duly established in conformity with the applicable Indenture so as not
         to violate any applicable law or result in a default under or breach of
         any agreement or instrument binding upon the Company and so as to
         comply with any requirements or restrictions imposed by any court or
         governmental body having jurisdiction over the Company, (d) any shares
         of Common Stock issuable upon the conversion of such Debt Securities,
         if applicable, have been duly and validly authorized for issuance and
         (e) such Debt Securities have been duly executed and authenticated in
         accordance with the applicable Indenture and issued and sold as
         contemplated in the Registration Statement, such Debt Securities will
         constitute valid and legally binding obligations of the Company,
         subject to bankruptcy, insolvency (including, without limitation, all
         laws relating to fraudulent transfers), reorganization, moratorium and
         similar laws relating to or affecting creditors' rights generally and
         to general equitable principles (regardless of whether enforcement is
         sought in a proceeding in equity or at law), and the qualification that
         the remedy of specific performance and injunctive or other forms of
         equitable relief may be subject to equitable defenses and to the
         discretion of the court before which any proceeding may be brought.

(ii)     The Common Stock when authorized and sold as contemplated in the
         Registration Statement, will be duly authorized, validly issued,
         fully-paid and non-assessable.

(iii)    When (a) the terms of any Warrant and of their issuance and sale have
         been duly established in conformity with the applicable Warrant
         Agreement so as not to violate any applicable law or result in a
         default under, or breach of, any agreement or instrument binding upon
         the Company and so as to comply with any requirements or restrictions
         imposed by any court or governmental body having jurisdiction over the
         Company, and (b) the Warrants have been duly executed and authenticated
         in accordance with the applicable Warrant Agreement and issued and sold
         as contemplated in the Registration Statement, the Warrants will
         constitute valid and legally binding obligations of the Company,
         subject to bankruptcy, insolvency (including, without limitation, all
         laws relating to fraudulent transfers), reorganization, moratorium and
         similar


         laws relating to or affecting creditors' rights generally and to
         general equitable principles (regardless of whether enforcement is
         sought in a proceeding in equity or at law.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement and to the filing of this opinion as Exhibit
5 to the Registration Statement. In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act and the rules and regulations thereunder.

                                        Very truly yours,

                                        /s/ HAYNES AND BOONE, LLP