EX-5.3 5 y70208exv5w3.txt OPINION OF SULLIVAN & CROMWELL Exhibit 5.3 July 16, 2002 The St. Paul Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102. St. Paul Capital Trust II, c/o The St. Paul Companies, Inc., 385 Washington Street, St. Paul, Minnesota 55102. Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of $2,000,000,000 aggregate amount of (a) senior and subordinated debt securities; preferred stock; depositary shares; common stock, without par value; warrants; stock purchase contracts and units (the senior and subordinated debt securities, the depositary shares, the warrants, the stock purchase contracts and the units, collectively, referred to herein as the "Securities") of The St. Paul Companies, Inc., a Minnesota corporation (the "Corporation"); -2- The St. Paul Companies, Inc. St. Paul Capital Trust II (b) preferred securities (the "Preferred Securities") representing an undivided beneficial interest in the assets of St. Paul Capital Trust II, a Delaware business trust (the "Trust"); and (c) the guarantee by the Corporation, on a subordinated basis, of the payment of distributions and the redemption or liquidation price of the Preferred Securities (the "Guarantee"), we, as your special counsel, have examined such corporate records, 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) Debt Securities. The indenture relating to the senior debt securities, dated as of March 12, 2002 (the "Senior Debt Indenture"), between the Corporation and JP Morgan Chase Bank, as trustee (the "Trustee"), has been duly authorized, executed and delivered by the Corporation and constitutes a valid and legally binding obligation of the Corporation, enforceable in accordance with its terms, -3- The St. Paul Companies, Inc. St. Paul Capital Trust II subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. When the Registration Statement has become effective under the Act, the indenture relating to the subordinated debt securities has been duly authorized, executed and delivered substantially in the form filed as an exhibit to the Registration Statement, the terms of the senior or subordinated debt securities, as the case may be, to be issued under an indenture and of their issuance and sale have been duly established by all necessary corporate action in conformity with the applicable indenture 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 senior or subordinated debt securities, as the case may be, have been duly authorized, executed and authenticated in accordance with the applicable indenture and issued and sold as -4- The St. Paul Companies, Inc. St. Paul Capital Trust II contemplated in the Registration Statement, the senior or subordinated debt securities, as the case may be, 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. The senior and subordinated debt securities covered by the opinion in this paragraph include any senior or subordinated debt securities, as the case may be, that may be issued upon exercise or otherwise pursuant to the terms of any other Securities. (2) Depositary Shares. When the Registration Statement has become effective under the Act, the terms of the deposit agreement under which the depositary shares are to be issued have been duly established and the deposit agreement has been duly authorized, executed and delivered, the terms of the depositary shares and of their issuance and sale have been duly established by all necessary corporate action in conformity with the deposit agreement -5- The St. Paul Companies, Inc. St. Paul Capital Trust II 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, the preferred stock represented by the depositary shares has been duly delivered to the depositary and the depositary receipts evidencing the depositary shares have been duly issued against deposit of the preferred stock in accordance with the deposit agreement and authorized, issued and sold as contemplated by the Registration Statement, the depositary receipts evidencing the depositary shares will be validly issued and will entitle the holders thereof to the rights specified in the depositary shares and the deposit agreement, 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 depositary shares covered by the opinion in this paragraph include any depositary shares that may be issued upon exercise or -6- The St. Paul Companies, Inc. St. Paul Capital Trust II otherwise pursuant to the terms of any other Securities. (3) Warrants. When the Registration Statement has become effective under the Act, the terms of the warrant agreement under which the warrants are to be issued have been duly established and the warrant agreement has been duly authorized, executed and delivered, the terms of such warrants and of their issuance and sale have been duly established by all necessary corporate action in conformity with the warrant agreement 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 such warrants have been duly authorized, executed and authenticated in accordance with the warrant agreement and issued and sold as contemplated in the Registration Statement, such warrants will constitute valid and legally binding obligations of the Corporation, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium -7- The St. Paul Companies, Inc. St. Paul Capital Trust II and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. The warrants covered by the opinion in this paragraph include any warrants that may be issued pursuant to the terms of any other Securities. (4) Stock Purchase Contracts. When the Registration Statement has become effective under the Act, the terms of the stock purchase contract agreement under which the stock purchase contracts are to be issued have been duly established and the stock purchase contract agreement has been duly authorized, executed and delivered, the terms of the stock purchase contracts and of their issuance and sale have been duly established by all necessary corporate action in conformity with the stock purchase contract agreement 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 stock purchase -8- The St. Paul Companies, Inc. St. Paul Capital Trust II contracts have been duly authorized, executed and authenticated in accordance with the stock purchase contract agreement and issued and sold as contemplated in the Registration Statement, the stock purchase contracts 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. The stock purchase contracts covered by the opinion in this paragraph include any stock purchase contracts that may be issued pursuant to the terms of any other Securities. (5) Units. When the Registration Statement has become effective under the Act, the terms of the unit agreement under which the units are to be issued have been duly established and the unit agreement has been duly authorized, executed and delivered, the terms of the units and of their issuance and sale have been duly established by all necessary corporate action in conformity with the unit agreement so as not to violate any applicable law or -9- The St. Paul Companies, Inc. St. Paul Capital Trust II 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 units have been duly authorized, executed and authenticated in accordance with the unit agreement and issued and sold as contemplated in the Registration Statement, the units 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. The units covered by the opinion in this paragraph include any units that may be issued upon exercise or otherwise pursuant to the terms of any other Securities. (6) Guarantee. When the Registration Statement has become effective under the Act, the terms of the guarantee agreement under which the Guarantee is to be issued have been duly established by all necessary -10- The St. Paul Companies, Inc. St. Paul Capital Trust II corporate action 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, the guarantee agreement has been duly authorized, executed and delivered, and the Preferred Securities entitled to the benefit of the guarantee agreement have been duly authorized, issued and sold as contemplated in 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. We note that, as of the date of this opinion, a judgment for money in an action based on a Security denominated in a foreign currency or currency unit in a Federal or state court in the United States ordinarily would be enforced in the United States only in United -11- The St. Paul Companies, Inc. St. Paul Capital Trust II States dollars. The date used to determine the rate of conversion of the foreign currency or currency unit in which a particular Security is denominated into United States dollars will depend upon various factors, including which court renders judgment. In the case of a Security denominated in a foreign currency, a state court in the State of New York rendering a judgment on such Security would be required under Section 27 of the New York Judiciary Law to render such judgment in the foreign currency in which the Security is denominated, and such judgment would be converted into United States dollars at the exchange rate prevailing on the date of entry of the judgment. 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 Corporation, and our -12- The St. Paul Companies, Inc. St. Paul Capital Trust II 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 and we have assumed that the Senior Debt Indenture has been duly authorized, executed and delivered by the Trustee and that all signatures on the Senior Debt Indenture are genuine, assumptions which we have not independently verified. 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 the Prospectus. 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