EXHIBIT 8.2
                    [Letterhead of Conyers, Dill & Pearman]


June 12, 1998


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

Dear Sirs,

RE:  REGISTRATION STATEMENT ON FORMS F-4 AND S-4

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 US$100,000,000 aggregate
principal amount of 7% Senior Notes due 2008 of Terra Nova Insurance (UK)
Holdings plc, fully and unconditionally guaranteed on a senior basis by the
Company.

As such counsel, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of the Registration Statements, the Memorandum
of Association and Bye-Laws of the Company as well as resolutions of the
Company's Board of Directors.  We have also examined originals, or copies
certified to our satisfaction, of such corporate records of the Company and
other instruments, certificates of appropriate public officials and certificates
of officers and representatives of the Company and other documents as we have
deemed

 
Terra Nova (Bermuda) Holdings Ltd.
Page 2
June 12, 1998

necessary as a basis for the opinions hereinafter expressed.  In such
examination, we have assumed the authenticity of all documents submitted to us
as originals, the conformity with the originals of all documents submitted to us
as copies, the genuineness of all signatures and the legal capacity of natural
persons.

On the basis of the foregoing, we are of the opinion that the discussions set
forth in the prospectus contained in the Registration Statement under the
headings "Certain Tax Considerations - Certain U.K., U.S. and Bermuda Tax
Considerations", "Certain Tax Considerations - Certain Tax Consequences of the
Exchange Offer - Bermuda" and "Certain Tax Considerations - Taxation of U.S.
Holders of the Senior Notes - Bermuda" accurately reflect our opinion as to such
matters.

We are members of the bar of Bermuda and 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.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.  We also consent to the reference made to us under the captions
"Enforceability of Civil Liabilities", "Risk Factors - Enforcement of Judgments"
and "Certain Tax Considerations" in the prospectus contained in the Registration
Statement.

Yours faithfully,

/s/ Conyers Dill & Pearman

CONYERS DILL & PEARMAN