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"), we, as your special counsel, have
examined such corporate records,



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


certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion.

                  Upon the basis of such examination, we advise you that, in
                  our 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



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


         Guarantee has 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 we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
With respect to all matters of Minnesota law, we have relied upon the opinion,
dated the date hereof, of Bruce A. Backberg, Senior Vice President of the
Company, and our opinion is subject to the same assumptions, qualifications and
limitations with respect to such matters as are contained in such opinion of Mr.
Backberg.

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



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


                  We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the references to us under the
heading "Validity of Securities." In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act.
                                                 Very truly yours,

                                                 /s/ Sullivan & Cromwell