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| | Exhibit 5.2 |
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637
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November 18, 2021 | | Main Tel +1 312 782 0600 Main Fax +1 312 701 7711 www.mayerbrown.com |
Chubb Limited
Bärengasse 32
Zurich CH-8001
Switzerland
Chubb INA Holdings Inc.
436 Walnut Street
Philadelphia, PA 19106
Chubb INA Holdings Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have represented Chubb Limited, a Swiss company limited by shares (Aktiengesellschaft) (“Chubb”), and Chubb INA Holdings, Inc., a Delaware corporation (“Chubb INA”) in connection (i) with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a Registration Statement on Form S-3 (No. 333-227749) (the “Registration Statement”) relating to, among other things, Chubb INA’s debt securities, which are fully and unconditionally guaranteed (the “Guarantee”) by Chubb and (ii) the offer and sale of (a) $600,000,000 aggregate principal amount of Chubb INA’s 2.850% Senior Notes due 2051 and (b) $1,000,000,000 aggregate principal amount of Chubb INA’s 3.050% Senior Notes due 2061 (together, the “Notes”).
In rendering the opinions expressed herein, we have examined (i) the Indenture, dated as of August 1, 1999 (the “Indenture”), among Chubb, Chubb INA and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (the “Trustee”), as supplemented from time to time; (ii) the Notes and (iii) the Guarantee.
In addition, we have examined such other documents, certificates and opinions, and have made such further investigation as we have deemed necessary or appropriate for the purposes of the opinions expressed below. In expressing the opinions set forth below, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document. As to all parties other than Chubb INA, we have assumed the due authorization, execution and delivery of all documents, and, with respect to all parties other than Chubb INA and Chubb, we have assumed the validity and enforceability of all documents against all parties thereto, other than Chubb INA and Chubb, in accordance with their respective terms.
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