Exhibit 5.2

                    [LETTERHEAD OF CONYERS, DILL & PEARMAN]


October 16, 1997



Terra Nova (Bermuda) Holdings Ltd.
Richmond House
12 Par-la-Ville Road
Hamilton
Bermuda

Terra Nova Insurance (UK) Holdings PLC
Terra Nova House
41-43 Mincing Lane
London EC3R 7SP
Great Britain

Dear Sirs,

RE:    TERRA NOVA (BERMUDA) HOLDINGS, LTD. (THE "COMPANY")
       EXCHANGE OFFER OF US$75,000,000 7.2% SENIOR NOTES  DUE 2007

We have acted as special legal counsel to Terra Nova (Bermuda) Holdings, Ltd. a
Bermuda corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission of a Registration Statement
on Forms F-4 and S-4 under the Securities Act of 1933, as amended (the
"Registration Statement"), related to the exchange of $75,000,000 aggregate
principal amount of its 7.2% Senior Notes due 2007 of Terra Nova Insurance (UK)
Holdings plc, fully and unconditionally guaranteed on a senior basis by the
Company.

For the purposes of giving this opinion, we have examined the following
documents:

 
         (i)    a copy of an indenture dated as of August 26, 1997 among the
                Issuer, the Company and Chase Manhattan Bank, as trustee (the
                "Indenture")

         (ii)   the form of guarantee set out in Exhibit D of the Indenture (the
                "Guarantee") to be endorsed on the global note to be issued
                pursuant to the Indenture.

The Indenture and the Guarantee are herein sometimes collectively referred to as
the "Documents".

We have also reviewed and relied upon the memorandum of association and the bye-
laws of the Company, minutes of a meeting and its directors held on August 5,
1997 certified by the General Counsel of the Company, and such other documents
and made such enquiries as to questions of law 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 (whether or not certified) of all documents
       examined by and the authenticity and completeness of the originals from
       which such copies were taken;

(ii)   the capacity, power and authority of each of the parties to the
       Documents, other than the Company, to enter into and perform its
       respective obligations under the Documents;

(iii)  the due execution and delivery of the Documents by each of the parties
       thereto, other than the Company;

(iv)   the correctness, accuracy and completeness of all factual representations
       made in the Documents and other documents reviewed by us;

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(v)    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;

(vi)   the validity and binding effect under the laws of the State of New York
       (the "Foreign Laws") of the Documents which are expressed to be subject
       to such Foreign Laws in accordance with their respective terms; and

(vii)  the validity under the Foreign Laws of the submission by the Company
       pursuant to the Documents to the non-exclusive jurisdiction of any State
       or federal court sitting in the City of New York (the "Foreign Courts").

The obligations of the Company under the Documents:

(i)    will be subject to the laws from time to time in effect relating to
       bankruptcy, insolvency, liquidation, possessory liens, rights of set off,
       reorganization, amalgamation, moratorium or any other laws or legal
       procedures, whether of a similar nature or otherwise, generally affecting
       the rights of creditors;

(ii)   will be subject to statutory limitation of the time within which
       proceedings may be brought;

(iii)  will be subject to general principles of equity and, as such, specific
       performance and injunctive relief, being equitable remedies, may not be
       available; and

(iv)   may not be given effect to by a Bermuda court, whether or not it was
       applying the Foreign Laws, if and to the extent they constitute the
       payment of an amount which is in the nature of a penalty and not in the
       nature of liquidated damages.

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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 your benefit and is not to be relied upon by any other person, firm
or entity in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that the
Indenture has been duly executed and delivered by or on behalf of the Company,
and constitutes the valid and binding obligations of the Company enforceable in
accordance with the terms thereof and that when duly executed and delivered by
or on behalf of the Company the Guarantee will constitute the valid and binding
obligations of the Company enforceable in accordance with the terms thereof.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Yours faithfully,



CONYERS DILL & PEARMAN

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