EXHIBIT 5.2
September 30, 2003
ParnterRe Ltd.
96 Pitts Bay Road
Pembroke Parish HM08
Bermuda
Ladies and Gentlemen:
We have acted as United States counsel in connection with the
Registration Statement on Form S-3 (the "Registration Statement") filed by
PartnerRe Ltd., a Bermuda company (the "Company"), PartnerRe Finance II Inc., a
Delaware Corporation ("PartnerRe Finance"), PartnerRe Capital Trust II, a
Delaware statutory business trust ("Capital Trust II") and PartnerRe Capital
Trust III, a Delaware statutory business trust ("Capital Trust III", and
together with Capital Trust II, the "Capital Trusts") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for the
registration of the sale from time to time of up to $600,000,000 aggregate
securities of the Company, PartnerRe Finance and the Capital Trusts, consisting
of:
1. the Company's senior and subordinated debt securities (collectively,
the "Company's Debt Securities") and PartnerRe Finance's senior, subordinated
and junior subordinated debt securities (collectively, the "PartnerRe Finance
Debt Securities" and, together with the Company's Debt Securities, the "Debt
Securities");
2. the Company's common shares, par value $1.00 per share ("Common
Shares") and the Company's preferred shares, par value $1.00 per share
("Preferred Shares");
3. depositary shares representing fractional interests in Common Shares
or Preferred Shares ("Depositary Shares");
4. warrants to purchase Common Shares ("Common Share Warrants"),
warrants to purchase Preferred Shares ("Preferred Share Warrants") and warrants
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to purchase the Company's Debt Securities ("Debt Warrants," and together with
Common Share Warrants and Preferred Share Warrants, the "Warrants");
5. preferred securities of each Capital Trust (collectively, the "Trust
Preferred Securities");
6. share purchase contracts obligating the holders to purchase from the
Company a specified number of Common Shares ("Share Purchase Contracts"), which
may be issued separately or as part of share purchase units, each consisting of
a Share Purchase Contract, and of a beneficial interest in the Company's Debt
Securities, PartnerRe Finance senior debt securities, PartnerRe Finance
subordinated debt securities, Preferred Shares, Trust Preferred Securities or
debt obligations of third parties securing the holder's obligations to purchase
Common Shares under the Share Purchase Contracts ("Share Purchase Units");
7. the Company's guarantees of the PartnerRe Finance Debt Securities
(the "Debt Securities Guarantees"); and
8. the Company's guarantees of the Trust Preferred Securities (the
"Trust Preferred Securities Guarantees").
The Debt Securities, Common Shares, Preferred Shares, Depositary
Shares, Warrants, Trust Preferred Securities, Share Purchase Contracts, Share
Purchase Units, Debt Securities Guarantees and Trust Preferred Securities
Guarantees are herein referred to collectively as the "Securities."
The Company's Debt Securities are to be issued under a senior indenture
between the Company and JPMorgan Chase Bank, as Trustee (the "Company Senior
Indenture"), or a subordinated indenture between the Company and JPMorgan Chase
Bank, as Trustee (the "Company Subordinated Indenture"). The Company Senior
Indenture and the Company Subordinated Indenture are referred to herein
collectively as the "Company Indentures".
The PartnerRe Finance Debt Securities are to be issued under a senior
indenture among PartnerRe Finance, the Company, as Guarantor, and JPMorgan Chase
Bank, as Trustee (the "PartnerRe Finance Senior Indenture"), a subordinated
indenture among PartnerRe Finance, the Company, as Guarantor, and JPMorgan Chase
Bank, as Trustee (the "PartnerRe Finance Subordinated Indenture"), or a junior
subordinated indenture among PartnerRe Finance, the Company, as Guarantor, and
JPMorgan Chase Bank, as Trustee (the "PartnerRe Finance Junior Subordinated
Indenture"), and each Debt Securities Guarantee may be issued by the Company
pursuant to a senior, subordinated or junior subordinated debt securities
guarantee agreement between the Company, as Guarantor, and JPMorgan Chase Bank,
as Guarantee Trustee (the "Debt Securities Guarantee Agreements"). The PartnerRe
Finance Senior Indenture, the PartnerRe
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Finance Subordinated Indenture and the PartnerRe Finance Junior Subordinated
Indenture are referred to herein collectively as the "PartnerRe Finance
Indentures".
The Warrants are to be issued pursuant to the terms of one or more
warrant agreements (the "Warrant Agreements") to be entered into prior to the
issuance of the Warrants.
Trust Preferred Securities may be issued by either Capital Trust
pursuant to the terms of an amended and restated trust agreement among PartnerRe
Finance, as Depositor, JPMorgan Chase Bank, as Property Trustee, Chase Manhattan
Bank USA, National Association, as Delaware Trustee, and the Administrative
Trustees named therein (each, an "Amended Trust Agreement"), and the related
Trust Preferred Securities Guarantee may be issued by the Company pursuant to a
trust preferred securities guarantee agreement between the Company, as
Guarantor, and JPMorgan Chase Bank, as Guarantee Trustee (the "Trust Preferred
Securities Guarantee Agreements").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.
On the basis of the foregoing, we are of the opinion that:
1. When the Company Indentures and any supplemental indenture to be
entered into in connection with the issuance of any Company Debt Security have
been duly authorized, executed and delivered by the Trustee and the Company, the
specific terms of a particular Company Debt Security have been duly authorized
and established in accordance with the applicable Company Indenture and such
Company Debt Security has been duly authorized, executed, authenticated, issued
and delivered in accordance with the applicable Company Indenture and the
applicable underwriting or other agreement, such Company Debt Security will
constitute a valid and binding obligation of the Company, enforceable in
accordance with its terms, except as (a) the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium or similar laws now or hereinafter in effect relating to or affecting
the enforcement of creditors' rights generally and (b) the availability of
equitable remedies may be limited by equitable principles of general
applicability (regardless of whether considered in a proceeding at law or in
equity).
2. When the PartnerRe Finance Indentures and any supplemental indenture
to be entered into in connection with the issuance of any PartnerRe Finance Debt
Security have been duly authorized, executed and delivered by the Trustee and
PartnerRe Finance, the specific terms of a particular PartnerRe
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Finance Debt Security have been duly authorized and established in accordance
with the applicable PartnerRe Finance Indenture and such Debt Security has been
duly authorized, executed, authenticated, issued and delivered in accordance
with the applicable PartnerRe Finance Indenture and the applicable underwriting
or other agreement, such PartnerRe Finance Debt Security will constitute a valid
and binding obligation of the PartnerRe Finance, enforceable in accordance with
its terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or
similar laws now or hereinafter in effect relating to or affecting the
enforcement of creditors' rights generally and (b) the availability of equitable
remedies may be limited by equitable principles of general applicability
(regardless of whether considered in a proceeding at law or in equity).
3. When the Depositary Shares have been duly authorized and, the
depositary receipts evidencing rights in the Depositary Shares are duly executed
by the relevant depositary and registered, and the Depositary Shares are sold
and delivered at the price and in accordance with the terms set forth in the
Registration Statement and any prospectus supplement relating thereto, the
Deposit Agreement and the applicable underwriting or other agreement, the
Depositary Shares will entitle the holders thereof to the rights specified in
the Deposit Agreement and the depositary receipts evidencing rights therein,
except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or similar laws now
or hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
4. When the Warrants have been duly authorized by the Company and the
applicable Warrant Agreement and the applicable warrant certificate have been
duly executed and delivered, the Warrants will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as (a) the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
5. When the Debt Security Guarantees have been duly authorized by the
Company, the applicable Debt Securities Guarantee Agreement has been duly
executed and delivered and the PartnerRe Finance Debt Securities have been duly
issued and delivered by PartnerRe Finance as contemplated by the Registration
Statement and any prospectus supplement relating thereto, the Debt Security
Guarantees will constitute valid and binding obligations of the Company,
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enforceable in accordance with their terms, except as (a) the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or similar laws now or hereinafter in effect relating to or
affecting the enforcement of creditors' rights generally and (b) the
availability of equitable remedies may be limited by equitable principles of
general applicability (regardless of whether considered in a proceeding at law
or in equity).
6. When the Trust Preferred Securities Guarantees have been duly
authorized by the Company, the applicable Trust Preferred Securities Guarantee
Agreement has been duly executed and delivered and the Trust Preferred
Securities have been duly issued and delivered by any Capital Trust as
contemplated by the Registration Statement and any prospectus supplement
relating thereto, the Trust Preferred Securities Guarantees will constitute
valid and binding obligations of the Company, enforceable in accordance with
their terms, except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or
similar laws now or hereinafter in effect relating to or affecting the
enforcement of creditors' rights generally and (b) the availability of equitable
remedies may be limited by equitable principles of general applicability
(regardless of whether considered in a proceeding at law or in equity).
7. When the Share Purchase Units and Share Purchase Contracts have been
duly authorized by the Company, the applicable purchase contract agreement and
any related pledge agreement have been duly executed and delivered, the Share
Purchase Units and Share Purchase Contracts will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as (a) the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such Security, (i) the Company or
PartnerRe Finance, as applicable, shall have duly established the terms of such
Security and duly authorized the issuance and sale of such Security and such
authorization shall not have been modified or rescinded; (ii) the Registration
Statement shall have been declared effective and such effectiveness shall not
have been terminated or rescinded; and (iii) there shall not have occurred any
change in law affecting the validity or enforceability of such Security. We have
also assumed that none of the terms of any security to be established subsequent
to the date hereof, nor the issuance and delivery of such Security, nor the
compliance by the Company or PartnerRe Finance, as applicable, with the terms of
such Security will violate any applicable law or will result in a violation of
any provision of any
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instrument or agreement then binding upon the Company or PartnerRe Finance, as
applicable, or any restriction imposed by any court or governmental body having
jurisdiction over the Company or PartnerRe Finance, as applicable.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. Insofar as the opinions expressed herein relate to or depend upon
matters governed by Bermuda law, we have relied upon the opinion of Ms.
Christine Patton, general counsel of the Company, dated the date hereof, which
is being filed as Exhibit 5.1 to the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and we consent to the reference to us under the
caption "Legal Opinions" in the prospectus, in each case without admitting that
we are experts within the meaning of the Securities Act of 1933.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
/s/ Davis Polk & Wardwell