November 7, 2001




St. Paul Capital Trust I
      c/o The St. Paul Companies, Inc.,
           385 Washington Street,
                St. Paul, Minnesota 55102.


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 (a) $575,000,000 aggregate liquidation amount of
Preferred Securities (the "Preferred Securities") representing an undivided
beneficial interest in the assets of St. Paul Capital Trust I, a Delaware
statutory business trust ("St. Paul Capital"); (b) Junior Subordinated
Debentures (the "Subordinated Debentures") of The St. Paul Companies, Inc., a
Minnesota corporation (the "Corporation"); and (c) the guarantee by the
Corporation, on a subordinated basis, of the payment of distributions and the
redemption price or liquidation amount on the Preferred Securities (the
"Guarantee" and, collectively with the Preferred Securities and the
Subordinated Debentures, the "Securities"), I, as legal counsel of the
Corporation, have examined such corporate



St. Paul Capital Trust I
The St. Paul Companies, Inc.                                                 -2-


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:

                  (1) When the Registration Statement relating to the Securities
         (the "Registration Statement") has become effective under the Act, the
         Indenture relating to the Subordinated Debentures (the "Indenture") has
         been duly authorized, executed and delivered by the parties thereto,
         the terms of the Subordinated Debentures and of their issuance and sale
         have been duly established by all necessary corporate action in
         conformity with the Indenture so as not to violate any applicable law
         or result in a default under or a breach of any agreement or instrument
         binding upon the Corporation and so as to comply with any requirement
         or restriction imposed by any court or governmental body having
         jurisdiction over the Corporation, and the Subordinated Debentures have
         been duly executed and authenticated in accordance with the Indenture
         and issued and sold as contemplated in the Registration Statement, the
         Subordinated Debentures will constitute valid and legally binding
         obligations of the Corporation, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and to
         general equity principles.

                  (2) When the Registration Statement has become effective under
         the Act, the Guarantee Agreement (the "Guarantee Agreement") relating
         to the Guarantee has



St. Paul Capital Trust I
The St. Paul Companies, Inc.                                                 -3-


         been duly authorized, executed and delivered on behalf of the
         Corporation so as not to violate any applicable law or result in a
         default under or breach of any agreement or instrument binding upon the
         Corporation and so as to comply with any requirement or restriction
         imposed by any court or governmental body having jurisdiction over the
         Corporation, and the Preferred Securities entitled to the benefit of
         the Guarantee Agreement have been duly issued and sold as contemplated
         by the Registration Statement, the Guarantee will constitute a valid
         and legally binding obligation of the Corporation, subject to
         bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
         and similar laws of general applicability relating to or affecting
         creditors' rights and to general equity principles.

                  The foregoing opinion is limited to the Federal laws of the
United States and the laws of the States of New York and Minnesota, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction.
With respect to all matters of New York law, I have relied upon the opinion,
dated the date hereof, of Sullivan & Cromwell, and my opinion is subject to
the same assumptions, qualifications and limitations with respect to such
matters as are contained in such opinion of Sullivan & Cromwell.

                  Also, I have relied as to certain matters on information
obtained from public officials, officers of the Corporation and other sources
believed by me to be responsible.



St. Paul Capital Trust I
The St. Paul Companies, Inc.                                                 -4-


                  I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the references to me under the
heading "Validity of Securities." 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