Exhibit 5.1
Christine Patton
General Counsel
March 7, 2003
PartnerRe Ltd.
96 Pitts Bay Road
Pembroke HM 08
Bermuda
Ladies and Gentlemen:
Re: Registration Statement on Form S-3
I am the General Counsel for PartnerRe Ltd., a Bermuda company ("PartnerRe"), in
connection with the filing by PartnerRe, PartnerRe Finance II Inc., PartnerRe
Capital Trust II and PartnerRe Capital Trust III with the United States
Securities and Exchange Commission of a Registration Statement on Form S-3 (the
"Registration Statement"), with respect to (i) common shares of PartnerRe (the
"Common Shares"), (ii) preferred shares of PartnerRe (the "Preferred Shares"),
(iii) debt securities of PartnerRe (the "Debt Securities"), and (iv) guarantees
by PartnerRe in respect of (x) debt securities issued by PartnerRe Finance II
Inc., and (y) preferred securities issued by PartnerRe Capital Trust II and
PartnerRe Capital Trust III (together, the "Guarantees"), in each case, as may
be issued from time to time pursuant to Rule 415 under the United States
Securities Act of 1933, as amended (the "Securities Act"), for an aggregate
initial offering price not to exceed US$713,840,000.
The Common Shares, the Preferred Shares, the Debt Securities and the Guarantees
are collectively referred herein as the "Securities." For the purposes of this
opinion I have examined and relied upon the documents listed, and in some cases
defined, in the Schedule to this opinion (the "Documents").
Unless otherwise defined herein or in the Schedule to this opinion, terms
defined in the Registration Statement and the Prospectus contained therein have
the same meanings when used in this opinion.
In stating my opinion I have reviewed such documents and have relied upon
originals or certified copies of such documents as I have deemed relevant and
necessary as a basis for such opinion, and I have not attempted independently to
verify or establish the factual matters set forth in such documents.
Opinion
Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to me, I am of the opinion that:
(a) PartnerRe is an exempted company incorporated with limited liability,
validly organized and existing and in good standing under the laws of
Bermuda.
PartnerRe Ltd. Tel: +1 441 292 0888
Chesney House 96 Pitts Bay Road Fax: +1 441 292 7010
Pembroke HM 08, Bermuda www.partnerre.com
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(b) When duly issued and paid for pursuant to and in accordance with the
terms of any duly adopted Board Resolutions of PartnerRe which have
authorised their issue in accordance with the terms and conditions
referred to or summarised in the Prospectus and the Registration
Statement, the Common Shares and Preferred Shares will be validly
issued, fully paid and non-assessable shares in the capital of
PartnerRe.
(c) When resolutions of the Board of Directors of PartnerRe have been duly
adopted to approve the creation of and issue of the Debt Securities and
the Guarantees, in accordance with the respective terms and conditions
of the applicable Indenture or Guarantee Agreement as more particularly
referred to or summarised in the Registration Statement, and to
authorize the execution and delivery thereof, all necessary action
required to be taken by PartnerRe pursuant to Bermuda law will have
been taken by or on behalf of PartnerRe for the issue by PartnerRe of
the Debt Securities and the Guarantees.
(d) There are no taxes, duties or other charges payable to or chargeable by
the Government of Bermuda, or any authority or agency thereof in
respect of the issue of the Securities.
Reservations
I have the following reservations:
(a) I express no opinion as to any law other than Bermuda law and none of
the opinions expressed herein relates to compliance with or matters
governed by the laws of any jurisdiction except Bermuda. This opinion
is limited to Bermuda law as applied by the courts of Bermuda at the
date hereof.
(b) In paragraph (a) above, the term "good standing" means that PartnerRe
has received a Certificate of Compliance from the Registrar of
Companies in Hamilton, Bermuda.
Disclosure
This opinion is addressed to you in connection with the filing by PartnerRe,
PartnerRe Finance II Inc., PartnerRe Capital Trust II and PartnerRe Capital
Trust III of the Registration Statement with the United States Securities and
Exchange Commission. I consent to the inclusion of this opinion as Exhibit 5.1
to the Registration Statement. I further consent to the reference to me under
the caption "Legal Opinion" in the prospectus as part of the Registration
Statement.
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This opinion speaks as of its date and is strictly limited to the matters stated
herein and I assume no obligation to review or update this opinion if applicable
law or the existing facts or circumstances should change. This opinion is
governed by and is to be construed in accordance with Bermuda law. It is given
on the basis that it will not give rise to any legal proceedings with respect
thereto in any jurisdiction other than Bermuda.
Yours faithfully,
/s/ Christine E. Patton
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SCHEDULE
1. A copy of the Registration Statement dated 26 November 2002.
2. A copy of the Trust Agreements of PartnerRe Capital Trust II and PartnerRe
Capital Trust III, each dated 11 December 2001, incorporated by reference
as Exhibits 4.17 and 4.18 respectively to the Registration Statement.
3. A copy of the forms of Amended and Restated Trust Agreement of PartnerRe
Capital Trust II and PartnerRe Capital Trust III, incorporated by reference
as Exhibits 4.19 and 4.20 respectively to the Registration Statement.
4. A copy of the Certificates of Trust of PartnerRe Capital Trust II and
PartnerRe Capital Trust III, each dated 11 December, 2001, incorporated by
reference as Exhibits 4.15 and 4.16 respectively to the Registration
Statement.
5. A copy of the form of Senior Indenture to be made by PartnerRe, as issuer,
to JPMorgan Chase Bank, as trustee, incorporated by reference as Exhibit
4.10 to the Registration Statement.
6. A copy of the form of Subordinated Indenture to be made by PartnerRe, as
issuer, to JPMorgan Chase Bank, as trustee, incorporated by reference as
Exhibit 4.11 to the Registration Statement.
7. A copy of the form of Senior Indenture to be made by PartnerRe Finance II
Inc., as issuer, to JPMorgan Chase Bank, as trustee, incorporated by
reference as Exhibit 4.12 to the Registration Statement.
8. A copy of the form of Subordinated Indenture to be made by PartnerRe
Finance II Inc., as issuer, to JPMorgan Chase Bank, as trustee,
incorporated by reference as Exhibit 4.13 to the Registration Statement.
9. A copy of the form of Junior Subordinated Indenture to be made by PartnerRe
Finance II Inc., as issuer, to JPMorgan Chase Bank as trustee, incorporated
by reference as Exhibit 4.14 to the Registration Statement.
The indentures referred to in 5,6, 7, 8 & 9 above are collectively defined
as the "Indentures," and each individually as an "Indenture."
10. Certified copies of the Certificate of Incorporation, Memorandum of
Association and Bye-Laws of PartnerRe.
11. A copy of the permission dated 28th October 1996 given by the Bermuda
Monetary Authority under the Exchange Control Act (1972) and related
regulations for the issue of PartnerRe's common shares.
12. A copy of the permission dated 10th June 1997 given by the Bermuda Monetary
Authority under the Exchange Control Act (1972) and related
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regulations for the issue of PartnerRe's 8% Series A cumulative preferred
shares.
13. A copy of the permissions dated 9th and 16th November 2001 given by the
Bermuda Monetary Authority under the Exchange Control Act (1972) and
related regulations for the issue of PartnerRe's 5.61% Series B cumulative
redeemable preferred shares.
14. A copy of the permissions dated 9th and 16th November 2001 given by the
Bermuda Monetary Authority under the Exchange Control Act (1972) and
related regulations for the issue of PartnerRe's 8% Premium Equity
Participating Security Units.
15. A copy of the form of Preferred Securities Guarantee Agreement with respect
to the preferred securities to be issued by Capital Trust II, incorporated
by reference as Exhibit 4.21 to the Registration Statement.
16. A copy of the form of Preferred Securities Guarantee Agreement with respect
to the preferred securities to be issued by Capital Trust III, incorporated
by reference as Exhibit 4.22 to the Registration Statement.
17. A copy of the form of Senior Debt Securities Guarantee Agreement with
respect to the senior debt securities to be issued by PartnerRe Finance II
Inc., incorporated by reference as Exhibit 4.23 to the Registration
Statement.
18. A copy of the form of Subordinated Debt Securities Guarantee Agreement with
respect to the subordinated debt securities to be issued by PartnerRe
Finance II Inc., incorporated by reference as Exhibit 4.24 to the
Registration Statement.
19. A copy of the form of Junior Subordinated Debt Securities Guarantee
Agreement with respect to the junior subordinated debt securities to be
issued by PartnerRe Finance II Inc., incorporated by reference as Exhibit
4.25 to the Registration Statement.
The guarantee agreements referred to in 15, 16, 17, 18 & 19 above are
collectively defined as the "Guarantee Agreements," and each individually
as a "Guarantee Agreement."