Exhibit 5.01

                      [Letterhead of Debevoise & Plimpton]


                                                                  March 27, 2002


MBIA Inc.
113 King Street
Armonk, New York 10504

                                    MBIA Inc.
                       Registration Statement on Form S-3
                       ----------------------------------

Ladies and Gentlemen:

     We have acted as special counsel to MBIA Inc., a Connecticut corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "1933 Act"), of a Registration Statement on Form S-3
(the "Registration Statement"), and the prospectus included therein (the
"Prospectus"), relating to the registration by the Company of $400,000,000 in
the aggregate of (i) debt securities representing unsecured obligations of the
Company (the "Senior Debt Securities") to be issued pursuant to a Senior
Indenture, dated as of August 1, 1990 (the "Senior Indenture"), between the
Company and The First National Bank of Chicago (the "Senior Trustee") and
subordinated debt securities ("Subordinated Debt Securities" and, together with
the Senior Debt Securities, the "Debt Securities") to be issued pursuant to a
Subordinated Indenture, (the "Subordinated Indenture") between the Company and a
trustee to be named in a prospectus supplement relating to the Subordinated Debt
Securities (the "Subordinated Trustee"), (ii) shares of preferred stock of the
Company, par value $1.00 per share ("Preferred Stock"), (iii) shares of common
stock of the Company, par value $1.00 per share ("Common Stock"), (iv) such
indeterminate number of shares of Common Stock as may be issuable in exchange
for or upon conversion of any Subordinated Debt Securities or Preferred Stock
that provide for conversion or exchange into Common Stock, and (v) such
indeterminate number of shares of Preferred Stock as may be issuable in exchange
for or upon conversion of any Subordinated Debt Securities that provide for
conversion or exchange into Preferred Stock.

     In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. Our opinion
assumes that the definitive Subordinated




Indenture will be in substantially the form filed as Exhibit 4.04 to the
Company's Registration Statement on Form S-3, filed with the Commission on
October 23, 1996 (Registration No. 333-15003).

     In rendering the opinion set forth in paragraph 1 below, we have assumed
the corporate authority of the Senior Trustee to enter into and perform the
Senior Indenture. In rendering the opinion set forth in paragraph 2 below, we
have assumed the corporate authority of the Subordinated Trustee to enter into
and perform the Subordinated Indenture.

     Based upon the foregoing, we are of the following opinion:

     1. When the Senior Debt Securities have been duly authorized by all
necessary corporate action of the Company and duly executed, authenticated,
issued, delivered and paid for as contemplated by the Registration Statement and
any prospectus supplement relating to the Senior Debt Securities and in
accordance with the Senior Indenture, assuming the terms of such Senior Debt
Securities have been duly established 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 requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company, the Senior
Debt Securities will be validly issued and will constitute valid and binding
obligations of the Company enforceable against the Company in accordance with
their terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws of general applicability relating to
or affecting the rights of creditors and by general principles of equity
(whether considered in a proceeding at law or in equity).

     2. When the Subordinated Indenture has been duly authorized, executed and
delivered by the Company and the Subordinated Trustee, and the Subordinated Debt
Securities have been duly authorized by all necessary corporate action of the
Company and duly executed, authenticated, issued, delivered and paid for as
contemplated by the Registration Statement and any prospectus supplement
relating to the Subordinated Debt Securities and in accordance with the
Subordinated Indenture, assuming the terms of such Subordinated Debt Securities
have been duly established 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 requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company,

          (i) the Subordinated Debt Securities will be validly issued and will
     constitute valid and binding obligations of the Company enforceable against
     the Company in accordance with their terms, except as may be limited by
     applicable bankruptcy, insolvency, reorganization, moratorium or similar
     laws of general applicability




     relating to or affecting the rights of creditors and by general principles
     of equity (whether considered in a proceeding at law or in equity); and

          (ii) if the Subordinated Debt Securities are exchangeable for or
     convertible into Common Stock or Preferred Stock, as the case may be, (a)
     when such Common Stock has been duly issued in exchange for or upon
     conversion of such Subordinated Debt Securities in accordance with the
     terms of the Subordinated Indenture and the supplemental indenture thereto
     fixing the terms for such exchange or conversion, such Common Stock will be
     duly authorized, validly issued, fully paid and nonassessable, assuming
     authorization of sufficient number of shares of Common Stock in the
     Company's Restated Certificate of Incorporation, as amended to date, and
     issuance of such Common Stock in accordance with duly adopted resolutions
     of the Board of Directors of the Company or a duly authorized committee
     thereof authorizing the issuance of such Common Stock and fixing the terms
     of such exchange or conversion, and (b) when (1) the terms of such
     Preferred Stock and of its issuance and sale have been duly established in
     conformity with the Company's Restated Certificate of Incorporation, as
     amended to date, 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 requirement or restriction imposed by
     any court or governmental body having jurisdiction over the Company, (2) a
     certificate of amendment to the Company's Restated Certificate of
     Incorporation (a "Certificate of Amendment") fixing and determining the
     terms of the Preferred Stock has been filed with the Secretary of State of
     the State of Connecticut and (3) the Preferred Stock has been duly issued
     in exchange for or upon conversion of such Subordinated Debt Securities in
     accordance with the terms of the Subordinated Indenture and the
     supplemental indenture thereto fixing the terms for such exchange or
     conversion, such Preferred Stock will be duly authorized, validly issued,
     fully paid and nonassessable, assuming authorization of sufficient number
     of shares of Preferred Stock in the Company's Restated Certificate of
     Incorporation, as amended to date, and issuance of such Preferred Stock in
     accordance with duly adopted resolutions of the Board of Directors of the
     Company or a duly authorized committee thereof authorizing the issuance of
     such Preferred Stock and fixing the terms of such exchange or conversion.

     3. When (i) the terms of the Preferred Stock and of its issuance and sale
have been duly established in conformity with the Company's Restated Certificate
of Incorporation, as amended, 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 requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company, (ii) a
Certificate of Amendment fixing and determining the terms of the Preferred Stock
has been filed with the Secretary of State of the State of Connecticut and (iii)
the Preferred Stock has been duly issued and sold as contemplated by the
Registration Statement and any prospectus supplement relating





thereto, against payment of the consideration fixed therefor by the Board of
Directors or a duly authorized committee thereof,

          (a) the Preferred Stock will be duly authorized, validly issued, fully
     paid and nonassessable, assuming authorization of sufficient number of
     shares of Preferred Stock in the Company's Restated Certificate of
     Incorporation, as amended to date, and issuance of such Preferred Stock in
     accordance with duly adopted resolutions of the Board of Directors of the
     Company or a duly authorized committee thereof authorizing the issuance of
     such Preferred Stock; and

          (b) if the Preferred Stock is exchangeable for or convertible into
     Common Stock, when such Common Stock has been duly issued in exchange for
     or upon conversion of such Preferred Stock in accordance with the terms of
     the Certificate of Designation for such Preferred Stock, such Common Stock
     will be duly authorized, validly issued, fully paid and nonassessable,
     assuming authorization of sufficient number of shares of Common Stock in
     the Company's Restated Certificate of Incorporation, as amended to date,
     and issuance of such Common Stock in accordance with duly adopted
     resolutions of the Board of Directors of the Company or a duly authorized
     committee thereof authorizing the issuance of such Common Stock and fixing
     the terms of such exchange or conversion.

     4. When the Common Stock has been duly issued and sold as contemplated by
the Registration Statement and any prospectus supplement relating to the Common
Stock, assuming authorization of the issuance of such Common Stock, and receipt
of payment of the consideration fixed therefor, by the Board of Directors of the
Company or a duly authorized committee thereof, the Common Stock will be validly
issued, fully paid and nonassessable.

     To the extent the foregoing opinions involve matters of Connecticut law, we
have relied on the opinion of Day, Berry & Howard LLP, Connecticut counsel for
the Company, dated today and addressed to you, and this opinion incorporates all
of the assumptions and qualifications set forth in that opinion.

     Our opinion expressed above is limited to the laws of the State of New York
and the federal laws of the United States of America.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus. 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 1933 Act or the Rules and Regulations of the Commission
thereunder.

                                                Very truly yours,


                                                /s/ Debevoise & Plimpton