EXHIBIT 5.1
November 17, 2004
PXRE Group Ltd. DIRECT LINE: 441-299-4902
110 Pitts Bay Road E-MAIL: djdoyle@cdp.bm
Pembroke HM 08 OUR REF: .DJD/aet/379382/corp118945
Bermuda YOUR REF:
Dear Sirs
PXRE Group Ltd. (the "Company")
We have acted as special legal counsel in Bermuda to the Company in connection
with the filing by the Company with the United States Securities and Exchange
Commission (the "Commission") on August 9, 2004 of a registration statement on
Form S-3 and a Prospectus Supplement dated November 17, 2004 to the Prospectus
dated August 9, 2004 (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 United States Securities Act of 1933 (the "Securities
Act") of:-
(i) 8,957.34 Convertible Series A Preferred Shares;
(ii) 5,971.56 Convertible Series B Preferred Shares;
(iii) 2,985.78 Convertible Series C Preferred Shares;
(iv) 6,490,824 Convertible Class A Common Shares;
(v) 4,327,215 Convertible Class B Common Shares;
(vi) 2,163,607 Convertible Class C Common Shares;
(vii) 12,981,646 Common Shares; and
(viii) $119,586,975.00 of securities registered by the Company under its
Registration Statement on Form S-3 (File No. 333-105589 and
333-105589-01) which were carried forward pursuant to Rule 429
under the Securities Act.
The shares of the Company detailed in (i), (ii) and (iii) are hereinafter
referred to as the "Issued Shares", the shares of the Company detailed in
(iv), (v) and (vi) above are hereinafter referred to as the "Convertible
Common Shares" and the Common Shares detailed in (vii) and the common shares
registered as described in (viii) above are hereinafter referred to as "Common
Shares".
For the purposes of giving this opinion, we have examined a copy of the
Registration Statement. We have also reviewed the memorandum of association
and the bye-laws of the Company, each certified by the Secretary of the
Company on the date hereof, copies of minutes of meetings of the board of
directors of the Company held on June 30, 2004 and November 3, 2004 and
resolutions of the pricing committee of the Board of Directors adopted at a
meeting of the committee held on November 17, 2004 (the "Minutes") and 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.
We have assumed (a) 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, (b) 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, (c) the
accuracy and completeness of all factual representations made in the
Registration Statement and other documents reviewed by us, (d) that the
resolutions contained in the Minutes remain in full force and effect and have
not been rescinded or amended, (e) 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.
We have made no investigation of and express no opinion in relation to the
laws of any jurisdiction other than Bermuda. 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. This opinion is
issued solely for the purposes of the filing of the Registration Statement by
the Company and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that:
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 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).
2. The Issued Shares are validly issued, fully paid and non-assessable,
that is, no further sums are required to be paid by the holders thereof
in connection with the issue of such shares.
3. The Convertible Common Shares when issued as contemplated by the terms
of their issue, will be validly issued, fully paid and non-assessable,
that is, no further sums will be required to be paid by the holders
thereof in connection with the issue of such shares.
4. The Common Shares when issued as contemplated by the Registration
Statement will be validly issued, fully paid and non-assessable, that
is, no further sums will be required to be
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paid by the holders thereof in connection with the issue of such shares.
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 captions
"LEGAL MATTERS", "UNENFORCEABILILTY OF CERTAIN UNITED STATES JUDGMENTS" and
"Enforcement of Judgments and Other Matters" in the prospectus forming a part
of the Registration Statement. In giving this consent, we do not 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
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