
<PAGE>   1



                                                                     Exhibit 5.2
                       (LETTERHEAD OF DAY, BERRY & HOWARD)

September 22, 1995


Aetna Life and Casualty Company
151 Farmington Avenue
Hartford, CT  06156


Ladies and Gentlemen:

We have acted as special Connecticut counsel to Aetna Life and Casualty Company,
a Connecticut insurance corporation (the "Company"), with respect to certain
matters of Connecticut law described below in connection with the Registration
Statement on Form S-8 ("the Registration Statement") filed by the Company with
the Securities and Exchange Commission. The Registration Statement relates to
the issuance and sale from time to time pursuant to the 1994 Stock Incentive
Plan of 8,000,000 shares of common capital stock of the Company, without par
value (the "Common Stock"), and associated share purchase rights (the "Rights").
The Rights will be issued pursuant to a Rights Agreement dated as of October 27,
1989 (the "Rights Agreement"), between the Company and First Chicago Trust
Company of New York, as Rights Agent. The Rights permit each holder of a Right
to purchase one-hundredth of a share of Class B Voting Preferred Stock Series A,
without par value, of the Company. However, from and after the later to occur of
the Distribution Date and the first occurrence of a Flip-in Event, the Rights
held by the person or group whose actions resulted in the occurrence of the
Flip-in Event will become void. (Terms used in this letter with initial capital
letters which are defined in the Rights Agreement are used herein as so
defined.)

In connection with your request for our opinion we have reviewed a copy of the
Rights Agreement, minutes of relevant meetings of the Board of Directors of the
Company (the "Board") and written materials provided to the Board with respect
to the Rights Agreement and the Preferred Shares, a copy of the Company's
Certificate of Incorporation, a copy of the Company's By-Laws, as amended, a
certificate dated September 21, 1995 of the Corporate Secretary of the Company,
and a copy of the Registration Statement. We have also noted that other large
publicly held corporations chartered in Connecticut have adopted rights
agreements and issued rights similar to the Rights Agreement and the Rights. In
addition, we have noted that the Rights would operate in a way similar to rights
issued by numerous other corporations incorporated in other states.

For purposes of this opinion we have assumed that the Board of Directors of the
Company, after fully informing itself with respect to the Rights Agreement and
the Rights and after giving due consideration to all relevant matters,
determined that the execution and delivery of the Rights Agreement and the
issuance of the Rights thereunder would be in the best interests of the Company
and its shareholders, that such action by the Board of Directors was not
contrary to its fiduciary obligations and that the Rights Agreement has been
duly authorized, executed and delivered by the Rights Agent.

The Connecticut Stock Corporation Act (the "Act") provides a board of directors
with broad authority and empowers a Connecticut corporation to issue or grant
rights or options entitling the holders thereof to purchase from the
corporation authorized shares of any class or classes on 


                                      -11-
<PAGE>   2

such terms and at such times as the board of directors may determine. Section
33-340(b) of the Act provides that shares are not of the same class unless they
are identical except as to specified variations among different series in the
class.

A number of courts construing similar provisions of the corporation laws of
states other than Connecticut have upheld the issuance of rights substantially
similar to the Rights. On the other hand, a number of courts construing similar
provisions of the corporation laws of other states have invalidated rights
similar to the Rights on the basis that the provisions pursuant to which rights
held by certain persons could become void violated the requirements that shares
of the same class and series be identical. Courts sustaining the issuance of
rights have distinguished between discrimination among shares and discrimination
among shareholders, and determined that the relevant statutory authority does
not prohibit the latter form of discrimination. The Act requires in effect that
all shares of the same class be identical, with specified exceptions. However,
the Act does not say whether this requirement applies to provisions of rights
that have been issued in respect of shares of a particular class or to
shareholders or holders of rights who take specified actions resulting in those
rights becoming void. There is no published judicial decision interpreting
Section 33-340 or other provisions of the Act in the context of the issuance of
rights similar to the Rights.

We also note that the Connecticut legislature has added provisions to the Act
which evidence concern for fair treatment of shareholders and other
constituencies in light of the prevalence of abusive takeover tactics. These
enactments indicate public policy support for the objectives which the Rights
are designed to further, which we think would be persuasive to a court faced
with a case questioning the validity of the Rights.

The opinion set forth below is limited to the authorization of the Rights
Agreement by the Board and the issue of Rights pursuant to the Rights Agreement,
and does not extend to any subsequent action or inaction by the Board with
respect to the Rights Agreement, including any decision relating to redemption
of the Rights or amendment of the Rights Agreement, which would need to be
evaluated in light of all relevant facts, circumstances and legal precedents
applicable at that time.

Based upon and subject to the foregoing, including the factual background, legal
analysis, assumptions and limitations referred to above, and upon our
examination of such documents, records and matters of law as we have deemed
necessary or advisable for the purposes of this opinion, we are of the opinion
that, although there is no Connecticut case law or express statutory provision
dispositive of the issue and the matter thus is not entirely free from doubt,
when the shares of Common Stock have been validly issued and sold in the manner
contemplated in the Registration Statement, the Rights associated with and
evidenced by such Common Stock will have been validly issued.

We consent to the filing of this opinion with the Commission as Exhibit 5.2 to
the Registration Statement. 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 Securities Act of 1933.

                               Very truly yours,


                               /S/ Day, Berry & Howard
                               Day, Berry & Howard

WCH:RMP

                                      -12-
