Exhibit 5.1





                                                                 August 22, 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 $1,683,135,000 aggregate amount of (a) senior and subordinated debt
securities; preferred stock; depositary shares; common stock, without par value;
warrants; stock purchase contracts and units (collectively the "Securities") of
The St. Paul Companies, Inc., a Minnesota corporation (the "Corporation"); (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


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


a subordinated basis, of the payment of distributions and the redemption or
liquidation price of the Preferred Securities (the "Guarantee"), I, as legal
counsel to the Corporation, 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:

     (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 JPMorgan 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, subject to bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium and similar laws of general applicability relating  to
or affecting creditors'

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

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 the terms 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
contemplated in the Registration Statement, the senior or subordinated debt
securities, as the case may be, will constitute valid and legally binding

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

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) Preferred Stock. When the Registration Statement has become effective
under the Act, the terms of the preferred stock and of its issuance and sale
have been duly established by all necessary corporate action in conformity with
the Corporation's restated articles of incorporation 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, an appropriate certificate of designation or statement, as
applicable, with respect to the preferred stock to be


The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -5-

issued and sold has been duly filed with the Secretary of State of the State of
Minnesota and when the preferred stock has been duly authorized, issued and sold
as contemplated by the Registration Statement, the preferred stock will be
validly issued, fully paid and non-assessable. The preferred stock covered in
the opinion in this paragraph includes any preferred stock that may be
represented by depositary shares or may be issued upon exercise or otherwise
pursuant to the terms of any other Securities.

     (3) 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 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

The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -6-

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 otherwise pursuant to the terms of any other
Securities.

     (4) Common Stock. When the Registration Statement has become effective
under the Act, the terms of

The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -7-

the sale of the common stock have been duly established by all necessary
corporate action in conformity with the Corporation's restated articles of
incorporation 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 common stock
has been duly authorized, issued and sold as contemplated by the Registration
Statement, the common stock will be validly issued, fully paid and
non-assessable. The common stock covered in the opinion in this paragraph
includes any common stock that may be issued upon exercise or otherwise pursuant
to the terms of any other Securities.

     (5) 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

The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                  -8-

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 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.

     (6) Stock Purchase Contracts. When the Registration Statement has become
effective under the Act, the terms of the stock purchase contract agreement
under

The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                   -9-

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 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

The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -10-

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.

     (7) 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 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,

The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -11-

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.

     (8) 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 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,

The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -12-

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.

     I 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 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

The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -13-

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 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, and I 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 I have not
independently verified.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the

The St. Paul Companies, Inc.
St. Paul Capital Trust II                                                 -14-

references to me under the heading "Validity of Securities" in the Prospectus.
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