April 2, 2019
RenaissanceRe Holdings Ltd.
Page 2
Based upon and subject to the foregoing and the qualifications expressed below, and having regard for legal considerations we deem relevant, we are of the opinion that:
(1) The Indenture, to the extent that execution and delivery thereof are governed by New York law, has been executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Trustee, is a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms; and
(2) The Securities, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the underwriters pursuant to the Underwriting Agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
The opinions expressed herein are subject to the following assumptions, qualifications and exceptions:
(i) We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York and the federal laws of the United States of America.
(ii) Enforcement of any contract or agreement or of any security or other instrument issued thereunder may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law), including principles of commercial reasonableness or conscionability and an implied covenant of good faith and fair dealing, which principles of equity are of general application, and, when applied by a court, might cause such court to, among other things, (A) not allow a creditor to accelerate the maturity of a debt or terminate a forbearance period relating to a debt, or to realize upon any security for the payment of such debt, upon the occurrence of a default deemed immaterial or (B) include a requirement that a creditor or other holder act with reasonableness and good faith.
(iii) Certain of the remedial provisions, including waivers, with respect to the exercise of remedies contained in any contract or agreement or security or instrument referenced above are or may be unenforceable in whole or in part, but the inclusion of such provisions does not affect the validity of any such contract or agreement, taken as a whole.
(iv) Insofar as any contract or agreement or security or instrument referenced above provides for indemnification or contribution or waivers of rights or defenses, enforcement thereof may be limited by public policy considerations or other applicable law.
(v) We express no opinion as to provisions of any contract or agreement or security or instrument insofar as such provisions relate to: (A) the subject matter jurisdiction of the courts specified therein, if any, to adjudicate any controversy related to such contract or agreement, (B) any waiver of jury trial contained therein, (C) any right ofset-off or provision for liquidated damages, (D) any limitations on the effectiveness of oral amendments, modifications, consents and waivers, and (E) any waiver of objection to venue set forth therein with respect to proceedings in the courts specified therein.
