Fidelis Insurance Holdings Limited (FIHL) F-1 Registration statement (foreign)

Exhibit 5.1

  CONYERS DILL & PEARMAN LIMITED   Clarendon House, 2 Church Street Hamilton HM 11, Bermuda Mail: PO Box HM 666, Hamilton HM CX, Bermuda T +1 441 295 1422   conyers.com  

20 May 2024

Matter No.: 402204

Tel: +1 441 278 8053

Email: alexandra.macdonald@conyers.com

Fidelis Insurance Holdings Limited

Wellesley House

90 Pitts Bay Road

Pembroke HM 08

Bermuda

Dear Sir/Madam

Re: Fidelis Insurance Holdings Limited (the “Company”)

We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on form F-1 filed with the U.S. Securities and Exchange Commission (the “Commission”) on 20 May 2024 including as incorporated by reference the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 as filed with the SEC on March 15, 2024, the Company’s Current Report on Form 6-K as filed with the SEC on May 9, 2024 (as specified in the Registration Statement, defined below) and the Company’s Current Reports on Form 6-K as filed with the SEC on May 8, 2024 and May 10, 2024 (collectively, the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”), of 9,000,000 common shares, par value $0.01 per share (the “Issued Shares”) being offered by certain selling shareholders of the Company (the “Selling Shareholders”) together with an additional 1,350,000 common shares, par value $0.01 per share, subject to an option to purchase additional common shares the Selling Shareholders intend to grant to the underwriters (together, the “Common Shares”).

1. DOCUMENTS REVIEWED

For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed:

1.1. copies of the memorandum of association and the bye-laws of the Company, each certified by the Assistant Secretary of the Company on 17 May, 2024;

1.2. copies of minutes of a meeting of its directors held on 8 May, 2024 (together, the “Resolutions”) certified by the Secretary of the Company on 16 May, 2024; and

1.3. such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

2. ASSUMPTIONS

We have assumed:

2.1. the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

2.2. that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

2.3. the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us;

2.4. that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended; and

2.5. that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein.

3. QUALIFICATIONS

3.1. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda.

3.2. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda.

3.3. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Common Shares and is not to be relied upon in respect of any other matter.

4. OPINION

On the basis of and subject to the foregoing, we are of the opinion that:

4.1. The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority under the Companies Act 1981, or to pay any Bermuda government fee 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).

4.2. Based solely upon a review of the register of members of the Company in respect of the common shares par value $0.01 each as at 17 May, 2024, certified by the Assistant Secretary of the Company on 17 May 2024, the Issued Shares are validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within 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.

Yours faithfully,

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited