EX-5 3 exb51.txt EXHIBIT 5.1 Exhibit 5.1 LOEWS CORPORATION 667 Madison Avenue New York, New York 10021-8087 March 8, 2002 Loews Corporation 667 Madison Avenue New York, New York 10021-8087 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 1,500,000 shares of its Carolina Group stock, $0.01 par value (the "Shares"), to be offered pursuant to the Carolina Group 2002 Stock Option Plan (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 share of Loews common stock, par value $1.00 per share. Loews common stock is another class of common stock of the Company. 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 the Company. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Barry Hirsch Barry Hirsch, Esq. Senior Vice President, Secretary and General Counsel