EXHIBIT 5.3
September 30, 2003
PartnerRe Capital Trust II
PartnerRe Capital Trust III
c/o PartnerRe U.S. Corporation
One Greenwich Plaza
Greenwich, CT 06830-6352
Re: PartnerRe Capital Trusts II and III
Ladies and Gentlemen:
We have acted as special Delaware counsel for PartnerRe Capital Trust II
and PartnerRe Capital Trust III, each a Delaware statutory trust (each, a
"Trust" and collectively, the "Trusts"), in connection with the matters set
forth herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Trust Agreement for each of the Trusts, each dated as of December
11, 2001 (collectively, the "Original Trust Agreements"), by and
between PartnerRe Finance II Inc., a Delaware corporation, as
depositor (the "Depositor"), JPMorgan Chase Bank, a New York banking
corporation, as property trustee, Chase Manhattan Bank USA, National
Association, as Delaware trustee, and Albert Benchimol and Christine
Patton, each an individual, as administrative trustees;
(b) A certified copy of the Certificate of Trust for each of the Trusts
(collectively, the "Certificates of Trust"), each as filed with the
Office of the Secretary of State of the State of Delaware (the
"Secretary of State") on December 11, 2001;
(c) A form of Amended and Restated Trust Agreement for each Trust, among
the Sponsor, the trustees named therein and the holders, from time to
time, of the undivided beneficial ownership interests in the assets
of such Trust (collectively, the "Amended and Restated Trust
Agreements;" and, together with the Original Declarations of Trust,
the "Trust Agreements");
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PartnerRe Capital Trust III
September 30, 2003
Page 2
(d) The Registration Statement on Form S-3 (the "Registration
Statement"), including a preliminary prospectus (the "Prospectus"),
relating to, among other securities, the Preferred Securities of each
Trust representing preferred undivided beneficial ownership interests
in the assets of each Trust, filed by the Depositor and the Trusts
with the Securities and Exchange Commission (the "Commission") on or
about September 30, 2003; and
(e) A Certificate of Good Standing for each Trust, each dated September
30, 2003, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used as
defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular,
we have not reviewed any document (other than the documents listed in
paragraphs (a) through (e) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that bears upon or is
inconsistent with the opinions stated herein. We have conducted no independent
factual investigation of our own but rather have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to
be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each Trust
Agreement will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of each Trust, that the Certificates of Trust are in
full force and effect and have not been further amended and that the Trust
Agreements will be in full force and effect and will be executed in
substantially the forms reviewed by us, (ii) except to the extent provided in
paragraph 1 below, the due creation or due organization or due formation, as
the case may be, and valid existence in good standing of each party to the
documents examined by us under the laws of the jurisdiction governing its
creation, organization or formation, (iii) the legal capacity of natural
persons who are parties to the documents examined by us, (iv) except to the
extent provided in paragraph 2 below, that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to
perform its obligations under, such documents, (v) except to the extent
provided in paragraph 2 below, the due authorization, execution and delivery by
all parties thereto of all documents examined by us, (vi) the receipt by each
Person to whom Preferred Securities are to be issued by the Trusts
(collectively, the "Preferred Security Holders") of a Preferred Security
PartnerRe Capital Trust II
PartnerRe Capital Trust III
September 30, 2003
Page 3
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Trust Agreements and the
Registration Statement, and (vii) that the Preferred Securities are issued and
sold to the Preferred Security Holders in accordance with the Trust Agreements
and the Registration Statement. We have not participated in the preparation of
the Registration Statement or Prospectus and assume no responsibility for their
contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal
laws and rules and regulations relating thereto. Our opinions are rendered only
with respect to Delaware laws and rules, regulations and orders thereunder
which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Each Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del.
C. ss. 3801, et seq.
2. The Preferred Securities of each Trust have been duly authorized by
each Trust Agreement and, when executed and delivered to and paid for by the
purchasers thereof in accordance with the applicable Trust Agreement and the
Registration Statement, will be duly and validly issued and, subject to the
qualifications set forth in paragraph 3 below, fully paid and non-assessable
undivided beneficial interests in the assets of the applicable Trust.
3. The Preferred Security Holders, as beneficial owners of the Trusts,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the reference to us as local counsel under the heading "Legal
Opinions" in the Prospectus. In giving the foregoing consents, we do not
thereby admit that we come within the category of Persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
DKD/jmb