EXHIBIT 5.1
 
18 June, 1996
 
RenaissanceRe Holdings Ltd.
48 Church Street
Hamilton HM 12
Bermuda
 
RE: RenaissanceRe Holdings Ltd. (the "Company") and common shares of the
   Company of US$1.00 par value each ("Common Shares")
 
Sirs,
 
We have acted as your Bermuda counsel in connection with the Registration
Statement ("Registration Statement") on Form S-8, filed with the United States
Securities and Exchange Commission ("SEC") under the Securities Act of 1933,
as amended ("Act") of the United States of America, with respect to the
registration of 2,212,500 Common Shares (the "Employee Shares") certain of
which have been and the balance of which are to be issued upon exercise of
options granted or to be granted under the RenaissanceRe Holdings Ltd. Amended
and Restated 1993 Stock Incentive Plan (the "Incentive Plan") and 100,000
Common Shares (the "Director Shares", and together with the Employee Shares,
the "Shares") certain of which have been and the balance of which are to be
issued under the RenaissanceRe Holdings Ltd. Non-Employee Director Stock Plan
(the "Non-Employee Director Plan").
 
For the purposes of giving this opinion, we have examined a copy of the
Registration Statement and originals or copies of the memorandum of
association and bye-laws of the Company. We have also examined such
certificates of directors and officers of the Company, minutes and draft
minutes of meetings of directors and of shareholders of the Company and such
other certificates, agreements, instruments and documents in Bermuda as we
have deemed necessary in order to render the opinions set forth below.
 
We have assumed:
 
  (i) The genuineness and authenticity of all signatures and the conformity
      to the originals of all copies of documents (whether or not certified)
      examined by us;
 
  (ii) The accuracy and completeness of all factual representations and
       warranties made in the documents, and of the minutes and the draft
       minutes of meetings of directors and of shareholders of the Company,
       examined by us;
 
  (iii) That there is no provision of the law of any jurisdiction, other than
        Bermuda, which should 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 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 your benefit and is not to be relied upon by any other
person, firm or entity or in respect of any other matter, without our express
prior written consent.

 
RenaissanceRe Holdings Ltd.
18 June, 1996
page 2
 
On the basis of and subject to the foregoing we are of the opinion that the
Shares have been duly authorized and, when issued in accordance with the
Incentive Plan or the Non-Employee Director Plan and duly paid for, will be
validly issued and fully paid and as such be non-assessable; no personal
liability will attach to the holders of such Common Shares solely by reason of
ownership thereof.
 
Our reservation with respect to the foregoing opinion is as follows:
 
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe shares as being "non-assessable" (see above) we mean with respect to
the shareholders of the company, in relation to fully paid shares of the
company and subject to any contrary provision in any agreement in writing
between that company and any one of its shareholders holding such shares but
only with respect to such shareholder, that such shareholder shall not be
bound by an alteration to the memorandum of association or the bye-laws of
that company after the date upon which they became shareholders, if and so far
as the alteration requires them to take or subscribe for additional shares, or
in any way increases their ability to contribute to the share capital of, or
otherwise pay money to, such company.
 
We hereby consent to the filing of this opinion with the SEC and as an exhibit
to the Registration Statement and to the references to this Firm in the
Registration Statement. As Bermuda attorneys, however, we are not qualified to
opine on matters of law of any jurisdiction other than Bermuda. Accordingly,
we do not admit to being an expert within the meaning of the Act.
 
Yours faithfully,
 
/s/ Conyers, Dill & Pearman