Exhibit 5.2
Reinsurance Group of America, Incorporated®
William L. Hutton
Executive Vice President, General Counsel and Secretary
September 23, 2022
Reinsurance Group of America, Incorporated
16600 Swingley Ridge Road
Chesterfield, Missouri 63017
Ladies and Gentlemen:
I am Executive Vice President, General Counsel and Secretary for Reinsurance Group of America, Incorporated, a Missouri corporation (the “Company”). I am furnishing this letter in connection with the issuance by the Company of $700,000,000 aggregate principal amount of the Company’s 7.125% Fixed-Rate Reset Subordinated Debentures due 2052 (the “Securities”) to be issued pursuant to the Indenture, dated as of August 21, 2012 (the “Original Indenture”), as supplemented by the Seventh Supplemental Indenture, dated as of September 23, 2022 (the “Supplemental Indenture” and, together with the Original Indenture, as so supplemented, the “Indenture”), in each case, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
The Securities are being issued and sold pursuant to the Company’s automatic shelf Registration Statement on Form S-3 (File Nos. 333-238511, 333-238511-01 and 333-238511-02) (the “Registration Statement”) filed by the Company, RGA Capital Trust III, a Delaware statutory trust, and RGA Capital Trust IV, a Delaware statutory trust, with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on May 20, 2020, including a base prospectus, dated May 20, 2020, as supplemented by a preliminary Prospectus Supplement dated September 15, 2022, and a final prospectus supplement dated September 15, 2022 (collectively, the “Prospectus”), which the Company filed with the Commission pursuant to Rule 424(b) under the Securities Act.
As such counsel, I have reviewed and am familiar with the Registration Statement and with the form of Prospectus. I have also reviewed the Underwriting Agreement, dated September 15, 2022 (the “Underwriting Agreement”), by and among the Company and Wells Fargo Securities, LLC, BofA Securities, Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc. and RBC Capital Markets, LLC, as Representatives of the several underwriters named in Schedule I therein (collectively, the “Underwriters”), relating to the sale by the Company to the Underwriters of the Securities.
I have also reviewed the Amended and Restated Articles of Incorporation of the Company and the Amended and Restated Bylaws of the Company. I am familiar with the corporate proceedings taken by the Company to authorize the issuance and sale of the Securities by the Company to the Underwriters pursuant to the Underwriting Agreement.
In connection herewith, I have examined and relied without independent investigation as to matters of fact upon such certificates of public officials, such statements and certificates of officers of the Company, the representations and warranties set forth in the Underwriting Agreement, and such other corporate records, documents, certificates and instruments as I have deemed necessary or appropriate in order to enable me to render the opinions expressed herein. I have assumed the genuineness of all signatures on all documents examined by me, the legal competence and capacity of each person executing documents, the authenticity of all documents submitted to me as originals, the conformity to authentic originals of all documents submitted to me as certified or photostatted copies, or drafts of documents to be executed, and the due authorization, execution and delivery of all agreements (other than the due authorization, execution and delivery of the Indenture and the Securities on behalf of the Company). I have assumed that all of the documents referred to in this opinion constitute the valid, binding and enforceable obligations of all of the parties to such documents.
