Exhibits 5.1 and 23.1
10 April, 2009
PartnerRe Ltd.
90 Pitts Bay Road
Pembroke HM 08
Bermuda
Registration Statement on Form S-3
Dear Sirs,
I am Counsel for PartnerRe Ltd., a company incorporated under the laws of Bermuda (“PartnerRe”), in connection with the filing by PartnerRe, PartnerRe Finance II Inc., PartnerRe Finance A LLC, PartnerRe Finance B LLC, PartnerRe Finance C LLC, PartnerRe Capital Trust II and PartnerRe Capital Trust III with the United States Securities and Exchange Commission of a Registration Statement on Form S-3 (the “Registration Statement”), with respect to, among other things, (i) common shares of PartnerRe (the “Common Shares”), (ii) preferred shares of PartnerRe (the “Preferred Shares”), (iii) units of PartnerRe, consisting of Common Shares and/or Preferred Shares (the “Units”), (iv) debt securities of PartnerRe (the “Debt Securities”), and (v) guarantees by PartnerRe in respect of (x) debt securities issued by PartnerRe Finance II Inc., PartnerRe Finance A LLC, PartnerRe Finance B LLC and PartnerRe Finance C LLC (together, the “Finance Subsidiaries”) and (y) preferred securities issued by PartnerRe Capital Trust II and PartnerRe Capital Trust III (together, the “Guarantees”), in each case, as may be issued from time to time pursuant to Rule 415 under the United States Securities Act of 1933, as amended (the “Securities Act”).
The Common Shares, the Preferred Shares, the Units, the Debt Securities and the Guarantees are collectively referred herein as the “Securities.” For the purposes of this opinion I have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (the “Documents”).
Unless otherwise defined herein or in the Schedule to this opinion, terms defined in the Registration Statement and the Prospectus contained therein have the same meanings when used in this opinion.
In stating my opinion I have reviewed such documents and have relied upon originals or certified copies of such documents as I have deemed relevant and necessary as a basis for such opinion, and I have not attempted independently to verify or establish the factual matters set forth in such documents.
Opinion
Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to me, I am of the opinion that:
(1) PartnerRe is an exempted company incorporated with limited liability, validly organized and existing and in good standing under the laws of Bermuda.
(2) When duly issued and paid for pursuant to and in accordance with the terms of any duly adopted board resolutions of PartnerRe which have authorised their issue in accordance with the terms and conditions referred to or summarised in the Prospectus and the Registration Statement, the Common Shares, the Preferred Shares and the Units will be validly issued, fully paid and non-assessable shares in the capital of PartnerRe.
(3) When resolutions of the Board of Directors of PartnerRe have been duly adopted to approve the creation of and issue of the Debt Securities and the Guarantees, in accordance with the respective terms and conditions of the applicable Indenture or Guarantee Agreement as more particularly referred to or summarised in the Registration Statement, and to authorize the execution and delivery thereof, all necessary action required to be taken by PartnerRe pursuant to Bermuda law will have been taken by or on behalf of PartnerRe for the issue by PartnerRe of the Debt Securities and the Guarantees.
(4) There are no taxes, duties or other charges payable to or chargeable by the Government of Bermuda, or any authority or agency thereof, in respect of the issue of the Securities.
Reservations
I have the following reservations:
(a) I express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.
(b) In paragraph (1) above, the term “good standing” means that PartnerRe has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda.
(c) Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully paid shares of PartnerRe and subject to any contrary
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provision in any agreement in writing between such company and the holder of such shares, that no shareholder shall be bound by an alteration to the Memorandum of Association or Bye-Laws of PartnerRe after the date on which he became a shareholder, if and so far as the alteration requires him to take or subscribe for additional shares, or in any way increases his liability to contribute the share capital of, or otherwise to pay money to, PartnerRe.
Disclosure
This opinion is addressed to you in connection with the filing by PartnerRe, the Finance Subsidiaries, PartnerRe Capital Trust II and PartnerRe Capital Trust III of the Registration Statement with the United States Securities and Exchange Commission. I consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to me under the caption “Legal Opinions” in the prospectus as part of the Registration Statement, without admitting that I am an expert within the meaning of the Securities Act.
This opinion speaks as of its date and is strictly limited to the matters stated herein and I assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.
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| Yours faithfully |
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/s/ Marc Wetherhill |
| Marc Wetherhill |
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SCHEDULE
1. A copy of the Registration Statement dated 10 April 2009.
2. A copy of the Trust Agreements of PartnerRe Capital Trust II and PartnerRe Capital Trust III, each dated 11 December 2001, incorporated by reference as Exhibits 4.17 and 4.18 respectively to the Registration Statement.
3. A copy of the Amended and Restated Trust Agreements No. 1 of PartnerRe Capital Trust II and PartnerRe Capital Trust III, each dated 27 March 2009, filed as Exhibits 4.21 and 4.22 respectively to the Registration Statement.
4. A copy of the forms of Amended and Restated Trust Agreement of PartnerRe Capital Trust II and PartnerRe Capital Trust III, filed as Exhibits 4.23 and 4.24 respectively to the Registration Statement.
5. A copy of the Certificates of Trust of PartnerRe Capital Trust II and PartnerRe Capital Trust III, each dated 11 December, 2001, incorporated by reference as Exhibits 4.15 and 4.16 respectively to the Registration Statement.
6. A copy of the Certificates of Amendment to Certificates of Trust of PartnerRe Capital Trust II and PartnerRe Capital Trust III, each dated 27 March 2009, filed as Exhibits 4.19 and 4.20 respectively to the Registration Statement.
7. A copy of the form of Senior Indenture between PartnerRe, as issuer, and The Bank of New York Mellon, as trustee, filed as Exhibit 4.30 to the Registration Statement.
8. A copy of the form of Subordinated Indenture between PartnerRe, as issuer, and The Bank of New York Mellon, as trustee, filed as Exhibit 4.31 to the Registration Statement.
9. A copy of the forms of Senior Indenture between each of PartnerRe Finance II Inc., PartnerRe Finance A LLC, PartnerRe Finance B LLC and PartnerRe Finance C LLC, as issuer, and The Bank of New York Mellon, as trustee, filed as Exhibits 4.32, 4.35, 4.38 and 4.41 respectively to the Registration Statement.
10. A copy of the forms of Subordinated Indenture between each of PartnerRe Finance II Inc., PartnerRe Finance A LLC, PartnerRe Finance B LLC and PartnerRe Finance C LLC, as issuer, and The Bank of New York Mellon, as trustee, filed as Exhibits 4.33, 4.36, 4.39 and 4.42 respectively to the Registration Statement.
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11. A copy of the forms of Junior Subordinated Indenture between each of PartnerRe Finance II Inc., PartnerRe Finance A LLC, PartnerRe Finance B LLC and PartnerRe Finance C LLC, as issuer, and The Bank of New York Mellon, as trustee, filed as Exhibits 4.34, 4.37, 4.40 and 4.43 respectively to the Registration Statement.
12. A copy of the executed Indenture, dated May 27, 2008, between PartnerRe Finance A LLC, as issuer, PartnerRe as guarantor, and The Bank of New York, as trustee, filed as Exhibit 4.60 to the Registration Statement.
The indentures referred to in 7 through 12 above are collectively defined as the “Indentures,” and each individually as an “Indenture.”
13. The Certificate of Incorporation, Memorandum of Association and Bye- Laws of PartnerRe.
14. A copy of the permission dated 28 October 1996 given by the Bermuda Monetary Authority under the Exchange Control Act (1972) and related regulations for the issue of PartnerRe’s common shares.
15. A copy of the permission dated 28 April 2003 given by the Bermuda Monetary Authority under the Exchange Control Act (1972) and related regulations for the issue of PartnerRe’s 6.75% Series C cumulative preferred shares.
16. A copy of the permissions dated 4 November 2004 given by the Bermuda Monetary Authority under the Exchange Control Act (1972) and related regulations for the issue of PartnerRe’s 6.50% Series D cumulative preferred shares.
17. A Letter from the Bermuda Monetary Authority dated 17 May 2005.
18. A copy of the form of Preferred Securities Guarantee Agreement with respect to the preferred securities to be issued by Capital Trust II, incorporated by reference as Exhibit 4.44 to the Registration Statement.
19. A copy of the form of Preferred Securities Guarantee Agreement with respect to the preferred securities to be issued by Capital Trust III, incorporated by reference as Exhibit 4.45 to the Registration Statement.
20. A copy of the forms of Senior Debt Securities Guarantee Agreement with respect to the senior debt securities to be issued by each of PartnerRe Finance II Inc., PartnerRe Finance A LLC, PartnerRe Finance B LLC and PartnerRe Finance C LLC filed as Exhibits 4.46, 4.49, 4.52 and 4.55 respectively to the Registration Statement.
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21. A copy of the forms of Subordinated Debt Securities Guarantee Agreement with respect to the subordinated debt securities to be issued by each of PartnerRe Finance II Inc., PartnerRe Finance A LLC, PartnerRe Finance B LLC and PartnerRe Finance C LLC filed as Exhibits 4.47, 4.50, 4.53 and 4.56 respectively to the Registration Statement.
22. A copy of the forms of Junior Subordinated Debt Securities Guarantee Agreement with respect to the junior subordinated debt securities to be issued by each of PartnerRe Finance II Inc., PartnerRe Finance A LLC, PartnerRe Finance B LLC and PartnerRe Finance C LLC filed as Exhibits 4.48, 4.51, 4.54 and 4.57 respectively to the Registration Statement.
23. A copy of the executed Debt Securities Guarantee Agreement, dated May 27, 2008, with respect to senior debt securities to be issued by PartnerRe Finance A LLC filed as Exhibit 4.61 to the Registration Statement.
The guarantee agreements referred to in 18 through 23 above are collectively defined as the “Guarantee Agreements,” and each individually as a “Guarantee Agreement.”
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