EXHIBIT 5.1

                       [Letterhead of Faegre & Benson LLP]

                                December 9, 2003

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

Ladies and Gentlemen:

      We have acted as counsel to The St. Paul Companies, Inc., a Minnesota
corporation ("St. Paul"), in connection with the registration by St. Paul under
the Securities Act of 1933, as amended (the "Securities Act"), of shares of its
common stock, without designated par value (the "Shares"). The Shares are being
registered pursuant to a Registration Statement on Form S-4 (as it may be
amended or supplemented from time to time, the "Registration Statement") to be
filed with the Securities and Exchange Commission (the "Commission"). The Shares
are being issued pursuant to the Agreement and Plan of Merger, dated as of
November 16, 2003 (the "Merger Agreement"), among St. Paul, Travelers Property
Casualty Corp., a Connecticut corporation ("Travelers"), and Adams Acquisition
Corp., a Connecticut corporation and wholly owned subsidiary of St. Paul
("Merger Sub"), providing for the merger of Merger Sub with and into Travelers
(the "Merger").

      We have examined such documents, records, and matters of law as we have
deemed necessary for the purposes of this opinion.

      In rendering this opinion, we have assumed that, before the issuance of
the Shares, (1) the Registration Statement will have become effective under the
Securities Act, (2) the shareholders of St. Paul will have approved the issuance
of the Shares and the Required Articles Amendment (as described in the joint
proxy statement/prospectus constituting a part of the Registration Statement),
(3) the shareholders of Travelers will have approved the Merger Agreement and
the Merger, (4) the Travelers shares to be converted into the Shares in the
Merger were validly issued under applicable law, and (5) the other conditions to
consummating the Merger set forth in the Merger Agreement will have been
satisfied.

      On the basis of the foregoing, we are of the opinion that the Shares, when
issued in accordance with the Merger Agreement, will be duly authorized, validly
issued, fully paid, and non-assessable under Minnesota law.

      We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the joint proxy statement/prospectus constituting a part of the Registration
Statement. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.

                                           Very truly yours,

                                           FAEGRE & BENSON LLP

                                           By: /s/ Philip S. Garon
                                              --------------------------------
                                              Philip S. Garon