Exhibit 5.1


                                                July 24, 2001



The St. Paul Companies, Inc.
385 Washington Street
St. Paul, Minnesota 55102

Ladies and Gentlemen:

      In connection with the registration under the Securities Act of 1933 (the
"Act") of 3,200,000 shares (the "Securities") of common stock, without par
value, of The St. Paul Companies, Inc., a Minnesota corporation (the "Company"),
to be issued pursuant to the Company's 1999 Global Stock Option Plan, as amended
(the "1999 Plan"), I, as Senior Vice President of the Company, have examined
such corporate records, certificates and other documents, and such questions of
law, as I have considered necessary or appropriate for the purposes of this
opinion. Upon the basis of such examination, I advise you that, in my opinion,
when the registration statement relating to the Securities (the "Registration
Statement") has become effective under the Act, the terms of the sale of the
Securities have been established in conformity with the Company's restated
articles of incorporation and the 1999 Plan, and the Securities have been duly
issued and sold in accordance with the terms of the 1999 Plan and any relevant
agreement entered into pursuant to the Plan and as contemplated by the
Registration Statement, the Securities will be validly issued, fully paid and
nonassessable.

      The foregoing opinion is limited to the federal laws of the United States
and the laws of the State of Minnesota, and I am expressing no opinion as to the
effect of the laws of any other jurisdiction. Also, I have relied as to certain
matters on information obtained from public officials, officers of the Company
and other sources believed by me to be responsible.

      I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me in Part II, Item 5, of the
Registration Statement. In giving such consent, I do not thereby admit that I
am in the category of persons whose consent is required under Section 7 of
the Act.

                                                Very truly yours,



                                                /s/Bruce A. Backberg
                                                Senior Vice President and
                                                Corporate Secretary