[Letterhead of Willkie Farr & Gallagher]



June 6, 2000




RenaissanceRe Holdings Ltd.
Renaissance House
8-12 East Broadway
Pembroke HM 19 Bermuda

Ladies and Gentlemen:

We are delivering this opinion in connection with the Registration Statement on
Form S-3 (as it may be amended from time to time, the "Registration Statement")
filed by RenaissanceRe Holdings Ltd. (the "Company") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, with respect
to the offering of up to 1,000,000 of the Company's Common Shares, par value
$1.00 per share (the "Common Shares").

We have reviewed the Registration Statement and have considered such aspects of
United States and New York law as we have deemed relevant for purposes of the
opinion set forth below. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to authentic originals of all documents submitted to us as
copies.

Based upon and subject to the foregoing, we are of the opinion that the
statements in the Registration Statement under the heading "Risk Factors--We
could become subject to U.S. corporate income tax," insofar as such statements
constitute a summary of the law or legal conclusions referred to therein, are
accurate in all material aspects and fairly present the information called for
with respect to such legal matters and legal conclusions and fairly summarize
the legal matters referred to therein.

Except as set forth below, this opinion is for your use only and, without our
prior written consent, this opinion may not be furnished or quoted to, or relied
upon by, any other person or entity for any purpose. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement referred to
above and to the reference to our firm under the heading "Legal Matters" in the
Prospectus included in the Registration Statement. In giving this consent, we do
not thereby admit 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.


Very truly yours,

/s/ Willkie Farr & Gallagher