EXHIBIT 5(a)


                    (LETTERHEAD OF CAHILL GORDON & REINDEL)






                                 August 6, 2001






XL Capital Ltd.
XL House
One Bermudiana Road
Hamilton, Bermuda  HM 11


               Re:  Zero-Coupon Convertible
                    Debentures Due May 23, 2021


Ladies and Gentlemen:

     We have acted as special New York counsel to XL Capital Ltd, a Cayman
Islands exempted limited company (the "Company"), in connection with the
registration statement on Form S-3 (the "Registration Statement") filed by the
Company with the Securities and Exchange Commission (the "Commission") for
registration under the Securities Act of 1933, as amended (the "Act") of
$1,010,834,000 aggregate principal amount at maturity, subject to upward
adjustment in certain circumstances, of the Company's Zero-Coupon Convertible
Debentures Due May 23, 2021 (the "Debentures"). The Debentures were issued under
an Indenture (the "Indenture") dated as of May 23, 2001 by and between the
Company and State Street Bank and Trust Company, as trustee.

     In rendering the opinions set forth herein, we have examined originals,
photocopies or conformed copies certified to our satisfaction of corporate
records, agreements, instruments and documents of the Company, certificates of
public officials and other certificates and opinions and have made such other
investigations as we have deemed necessary in connection with the opinions set
forth herein. In our examination, we have assumed (a) the due organization and
valid existence of the Company, (b) the due authorization, execution,
authentication and delivery by all persons of each of the Indenture and the
Debentures, (c) that each of such parties has the legal power to act in the
respective capacity or capacities in which it is to act thereunder, (d) the
authenticity of all documents




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submitted to us as originals, (e) the conformity to the original documents of
all documents submitted to us as copies and (f) the genuineness of all
signatures on all documents submitted to us.

     We advise you that, based upon the foregoing, in our opinion:

          1. Insofar as the laws of the State of New York are applicable
     thereto, the Indenture constitutes a valid and legally binding agreement of
     the Company, enforceable against the Company in accordance with its terms,
     except that (a) the enforceability thereof may be subject to (i)
     bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
     or other similar laws now or hereafter in effect relating to or affecting
     creditors' rights or remedies generally and (ii) general principles of
     equity and to the discretion of the court before which any proceedings
     therefor may be brought (regardless of whether enforcement is sought in a
     proceeding at law or in equity) and (b) the enforceability of provisions
     imposing liquidated damages, penalties or an increase in interest rate upon
     the occurrence of certain events may be limited in certain circumstances.

          2. Insofar as the laws of the State of New York are applicable
     thereto, the Debentures constitute valid and legally binding obligations of
     the Company, entitled to the benefits of the Indenture and enforceable
     against the Company in accordance with their terms, except that (a) the
     enforceability thereof may be subject to (i) bankruptcy, insolvency,
     reorganization, moratorium, fraudulent conveyance or other similar laws now
     or hereafter in effect relating to or affecting creditors' rights or
     remedies generally and (ii) general principles of equity and to the
     discretion of the court before which any proceedings therefor may be
     brought (regardless of whether enforcement is sought in a proceeding at law
     or in equity) and (b) the enforceability of provisions imposing liquidated
     damages, penalties or an increase in interest rate upon the occurrence of
     certain events may be limited in certain circumstances.

     We are members of the Bar of the State of New York and do not purport to be
experts in or to express any opinion concerning the laws of any jurisdictions
other than the laws of the State of New York. In rendering the opinions set
forth above, we express no opinion as to the laws of any jurisdictions other
than the laws of the State of New York. Accordingly, our opinions expressed in
paragraphs 1 and 2 above are not intended as opinions under the laws of the
jurisdiction of organization of the Company and are intended to cover only the
nature of the Indenture and the Debentures as contracts and obligations created
under and governed by the laws of the State of New York.




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     We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Matters" and to the inclusion of this opinion
as an exhibit to the Registration Statement. Our consent to such reference does
not constitute a consent under Section 7 of the Act as in consenting to such
reference we have not certified any part of the Registration Statement and do
not otherwise come within the categories of persons whose consent is required
under Section 7 or under the rules and regulations of the Commission thereunder.



                                  Very truly yours,


                                  Cahill Gordon & Reindel