[Letterhead of Prickett, Jones & Elliott]




                                  April 4, 2001


W. R. Berkley Corporation
W. R. Berkley Capital Trust III
165 Mason Street, P.O. Box 2518
Greenwich, CT 06836-2518

     Re:  W. R. Berkley Corporation
          W. R. Berkley Capital Trust III
          Registration Statement on Form S-3 File No. 333-57546

Ladies and Gentlemen:

     We have acted as special Delaware counsel for W. R. Berkley Corporation, a
Delaware corporation (the "Company"), and W. R. Berkley Capital Trust III, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended.

     For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

     (a) The Certificate of Trust of the Trust, dated March 22, 2001 (the
"Certificate"), as filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on March 22, 2001;

     (b) The Trust Agreement of the Trust, dated March 22, 2001, by and among
the Company and the trustees of the Trust named therein;

     (c) A form of Amended and Restated Trust Agreement of the Trust, (including
Exhibits C and E thereto) (the "Trust Agreement"), among the Company, the
trustees of the Trust named therein, and the holders, from time to time, of
undivided beneficial interests in the assets of the Trust;

     (d) The Registration Statement on Form S-3 (the "Registration Statement"),
including a preliminary prospectus (the "Prospectus"), relating to the Preferred
Securities of the Trust, representing undivided beneficial interests in the
assets of the Trust (each, a "Preferred Security" and collectively, the
"Preferred Securities"), as filed by the Company, the Trust and W.






R. Berkley Capital Trust II with the Securities and Exchange Commission on March
23, 2001; and

     (e) A Certificate of Good Standing for the Trust, dated April 4, 2001,
obtained from the Secretary of State.

     Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

     For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

     With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

     For purposes of this opinion, we have assumed (i) that the Trust Agreement
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, and that the Trust Agreement and the Certificate are in
full force and effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, that each of the parties to the documents
examined by us has been duly created, organized or formed, as the case may be,
and is validly existing in good standing under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are parties to the documents examined by us, (iv) that each
of the parties to the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under such documents, (v)
that each of the parties to the documents examined by us has duly authorized,
executed and delivered such documents, (vi) the receipt by each Person to whom a
Preferred Security is to be issued by the Trust (collectively the "Preferred
Security Holders") of a Preferred Securities Certificate for such Preferred
Security and the payment for the Preferred Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, (vii) that
the Preferred Securities are issued to the Preferred Security Holders in
accordance with the Trust Agreement and the Registration Statement, and (viii)
that the Registration Statement shall have been declared effective and such
effectiveness shall not have been terminated or rescinded. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.

     This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating






thereto. Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder that are currently in effect.

     Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

     1. The Trust has been duly created and is validly existing in good standing
as a business trust under the Delaware Business Trust Act, 12 Del.C. Sections
3801, et seq.

     2. The Preferred Securities have been duly authorized by the Trust pursuant
to the Trust Agreement and, when sold, will represent validly issued and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
non-assessable undivided beneficial interests in the assets of the Trust.

     3. The Preferred Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability as is extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments and provide indemnity or security as
set forth in the Trust Agreement.

     We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Opinions" in the
Registration Statement and the Prospectus, the final prospectus or any
supplemental prospectus thereto contained in the Registration Statement. In
giving the foregoing consents, we do not thereby admit that we come within the
category of Persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. We hereby consent to reliance on this opinion by
Willkie Farr & Gallagher in connection with any opinion or advice which they may
render with respect to the Trust or the Company. Except as stated above, without
our prior written consent, this opinion letter may not be furnished or quoted
to, or relied upon by, any other Person for any purpose.

                                        Very truly yours,

                                        /s/ Prickett, Jones & Elliott

TAM