Exhibit 5.2
[Letterhead of Willkie Farr & Gallagher]
April 5, 2002
RenaissanceRe Holdings Ltd.
Renaissance House
8-12 East Broadway
Pembroke HM 19, Bermuda
RenaissanceRe Capital Trust II
Bankers Trust (Delaware)
1011 Centre Rd., Suite 200
Wilmington, DE 19805-1266
Re: RenaissanceRe Holdings Ltd.
RenaissanceRe Capital Trust II
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
We have acted as counsel for RenaissanceRe Holdings Ltd., a Bermuda
company ("the Company"), and RenaissanceRe Capital Trust II, a Delaware
statutory business trust (the "Capital Trust"), in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-3 (the "Registration Statement") of up to $500,000,000
aggregate securities of the Company and the Capital Trust, consisting of: the
Company's senior and subordinated debt securities (collectively, the "Debt
Securities"); the Company's Common Shares, par value $1.00 per share (the
"Common Shares"); the Company's Preference Shares, par value $1.00 per share
(the "Preference Shares"); depositary shares representing fractional interests
in the Common Shares and Preference Shares (the "Depositary Shares"); warrants
to purchase Common Shares (the "Common Share Warrants"), warrants to purchase
Preference Shares (the "Preference Share Warrants"), warrants to purchase Debt
Securities (the "Debt Warrants," and together with the Common Share Warrants,
Preference Share Warrants and Debt Warrants, the "Warrants"); Share Purchase
Contracts ("Share Purchase Contracts"); Share Purchase Units ("Share Purchase
Units"); preferred securities of the Capital Trust (the "Trust Preferred
Securities"); and the Company's Guarantee of the Trust Preferred Securities (the
"Guarantee"). The Debt Securities, Common Shares, Preference Shares, Depositary
Shares, Warrants, Trust Preferred Securities, Share Purchase Contracts, Share
Purchase Units and Guarantee are herein referred to collectively as the
"Securities." The Securities may be issued and sold from time to time after the
Registration Statement, to which this opinion is an exhibit, becomes effective.
The terms used herein, unless otherwise defined, have the meanings assigned to
them in the Registration Statement.
The Debt Securities may be issued under (i) a senior indenture (the
"Senior Indenture") dated as of July 1, 2001, between the Company and Bankers
Trust Company, as Trustee, or (ii) a subordinated indenture between the Company
and Bankers Trust Company, as Trustee (the "Subordinated Indenture" and,
together with the Senior Indenture, the "Indentures"), to be entered into prior
to the
issuance of the Debt Securities thereunder. Certain terms of the Debt
Securities will established by or pursuant to resolutions of the Board of
Directors of the Company as part of the corporate action taken and to be taken
relating to the issuance of the Debt Securities.
The Warrants may 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, with certain terms of the Warrants to be established by or
pursuant to resolutions of the Board of Directors of the Company as part of the
corporate action taken and to be taken relating to the issuance of the Warrants.
The Trust Preferred Securities may be issued by the Trust pursuant to
the terms of an Amended and Restated Trust Agreement among the Company, as
Depositors, Bankers Trust Company, as Property Trustee, and Bankers Trust
Company (Delaware), as Delaware Trustee (the "Trust Agreement"), and the
Guarantee may be issued by the Company pursuant to a Preferred Securities
Guarantee Agreement between the Company, as Guarantor, and Bankers Trust
Company, as Guarantee Trustee, in each case to be entered into prior to the
issuance of the Trust Preferred Securities, with certain terms of the Trust
Preferred Securities and the Guarantee to be established by or pursuant to
resolutions of the Board of Directors of the Company as part of the corporate
actions to be taken relating to the issuance of the Trust Preferred Securities.
In rendering the opinions expressed herein, we have examined and are
familiar with (i) the Registration Statement to which this opinion will be filed
as an exhibit, (ii) the Senior Indenture, dated as of July 1, 2001, between the
Company, as Issuer, and Bankers Trust Company, as Trustee, (iii) the form of
Senior Note attached as an exhibit to the form of the Senior Indenture, (iv) the
form of Subordinated Indenture incorporated by reference as an exhibit to the
Registration Statement, (v) the form of Subordinated Note attached as an exhibit
to the form of Subordinated Indenture, (vi) the form of Junior Subordinated
Indenture relating to the Trust Preferred Securities incorporated by reference
as an exhibit to the Registration Statement, (vii) the Certificate of Trust of
the Capital Trust, dated as of January 5, 2001, incorporated by reference as an
exhibit to the Registration Statement, (viii) the Trust Agreement, dated as of
January 5, 2001 of the Capital Trust (the "Initial Trust Agreement"), between
the Company, as Depositor, Bankers Trust Company, as Property Trustee, Bankers
Trust Company (Delaware), as Delaware Trustee, and the Administrative Trustees
named therein, (ix) the form of Amended and Restated Trust Agreement filed as an
exhibit to Registration Agreement, (x) the form of specimen preferred security
certificate attached as an exhibit to the Trust Agreement and (xi) the form of
Preferred Securities Guarantee Agreement incorporated by reference as an exhibit
to the Registration Agreement.
We have also examined such other documents and instruments and have
made such further investigations as we have deemed necessary or appropriate in
connection with this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic originals of all documents
submitted to us as certified copies or photocopies. In rendering the opinions
expressed below, we have relied on factual representations by officials of the
Company and the Capital Trust and statements of fact contained in the documents
we have examined.
Based upon and subject to the foregoing and the qualifications
expressed below, and having regard for legal considerations we deem relevant, we
are of the opinion that:
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(i) Assuming the taking of appropriate corporate action by the Company and,
as applicable, its shareholders, the effectiveness of the Registration
Statement under the Act, the qualification of the Senior Indenture or
the Subordinated Indenture, as the case may be, under the Trust
Indenture Act of 1939, as amended, the compliance with the "blue sky"
laws of certain states, the due execution and delivery by the parties
thereto of the Subordinated Indenture, and each amendment of or
supplement to the Senior Indenture or the Subordinated Indenture, as
the case may be (each such Indenture, as so amended or supplemented,
being referred to in this paragraph as an "Indenture," and the trustee
under any Indenture being referred to in this paragraph as a
"Trustee"), that the Subordinated Indenture is consistent with the
form thereof filed as an exhibit to the Registration Statement, and
that any equity securities which may underlie any convertible Debt
Securities will be duly and validly authorized and reserved for
issuance: the Debt Securities will be duly and validly authorized and,
when the Debt Securities are duly executed by the Company,
authenticated by the relevant Trustee and sold and delivered at the
price and in accordance with the terms set forth in the Registration
Statement, the supplement or supplements to the Prospectus included
therein and the relevant Indenture and the applicable definitive
purchase, underwriting or similar agreement, the Debt Securities will
be valid and binding obligations of the Company, entitled to the
benefits of the relevant Indenture, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally
and subject to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
(ii) Assuming the taking of appropriate corporate action by the Company and,
as applicable, its shareholders, the effectiveness of the Registration
Statement under the Act, the compliance with the "blue sky" laws of
certain states, the due execution and delivery by the parties thereto
of a Deposit Agreement relating to Depositary Shares, and each
amendment thereof or supplement thereto (each such Deposit Agreement,
as so amended or supplemented, being referred to in this paragraph as a
"Deposit Agreement"), that any Common Shares or Preference Shares
deposited pursuant to the Deposit Agreement will be duly authorized and
validly issued, that the relevant Deposit Agreement is consistent with
the summary description thereof set forth in the Registration
Statement, and that the Common Shares or Preference Shares underlying
such Depositary Shares will be deposited under the applicable Deposit
Agreement with a bank or trust company which meets the requirements for
the Depositary set forth in the Registration Statement or in the
supplement or supplements to the Prospectus included therein: (a) the
Deposit Agreement will be a valid and binding obligation of the
Company, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and subject to general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and (b) the Depositary
Shares will be duly and validly authorized and, when the depositary
receipts evidencing rights in the Depositary Shares are duly executed
by the relevant Depositary and registered, and the Depositary Shares
sold and delivered at the price and in accordance with the terms set
forth in the Registration Statement, the supplement or supplements to
the Prospectus included therein and the Deposit Agreement and the
applicable definitive purchase, underwriting or similar agreement, will
be validly issued and will entitle the holders thereof to the rights
specified in the Deposit Agreement and the depositary receipts
evidencing rights therein, except as such enforceability may be
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limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting creditors' rights generally and subject to
general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law).
(iii) Assuming the taking of appropriate corporate action by the Company and,
as applicable, its shareholders, the effectiveness of the Registration
Statement under the Act, the compliance with the "blue sky" laws of
certain states, the due execution and delivery by the parties thereto
of the Warrant Agreement, and each amendment of or supplement to the
Warrant Agreement, as the case may be (any such Warrant Agreement, as
so amended or supplemented, being referred to in this paragraph as a
"Warrant Agreement"), that the relevant Warrant Agreement is consistent
with the summary description thereof contained in the Registration
Statement, and that any Common Shares, Preference Shares or Debt
Securities underlying the relevant Warrant Agreement are duly
authorized and validly issued: the Warrants will be duly and validly
authorized and, when the Warrants are duly executed by the Company and
sold and delivered at the price and in accordance with the terms set
forth in the Registration Statement, the supplement or supplements to
the Prospectus included therein and the relevant Warrant Agreement and
the applicable definitive purchase, underwriting or similar agreement,
the Warrants will be valid and binding obligations of the Company,
entitled to the benefits of the relevant Warrant Agreement, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors'
rights generally and subject to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(iv) Assuming the taking of appropriate corporate action by the Company, the
effectiveness of the Registration Statement under the Act, the
compliance with the "blue sky" laws of certain states, the due
execution and delivery by the parties thereto of a Preferred Securities
Guarantee Agreement relating to the Capital Trust Preferred Securities
and each amendment thereof or supplement thereto (any such Preferred
Securities Guarantee Agreement, as so amended or supplemented, being
referred to in this paragraph as a "Guarantee Agreement"), and that the
relevant Guarantee Agreement will be consistent with the form thereof
filed as an exhibit to the Registration Statement: the Guarantee, when
duly executed, delivered and endorsed, will be a valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium and
other laws affecting the enforceability of creditors' rights generally
and to court decisions with respect thereto and to general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).
(v) Assuming the taking of appropriate corporate action by the Company and,
as applicable, its shareholders, the effectiveness of the Registration
Statement under the Act, the compliance with the "blue sky" laws of
certain states, the due authorization, execution and delivery by the
parties thereto of a Share Purchase Contract and each amendment thereof
or supplement thereto (any such Share Purchase Contract, as so
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amended or supplemented, being referred to in this paragraph as a
"Share Purchase Contract"), that the relevant Share Purchase Contract
is consistent with the summary description thereof set forth in the
Registration Statement, and that any Common Shares or Preference Shares
underlying the relevant Share Purchase Contract are duly authorized and
validly issued: the Share Purchase Contract, when duly executed and
delivered, will be a legal and valid obligation of the Company
enforceable against the Company in accordance with its terms, and the
interests therein, when duly sold and delivered at the price and in
accordance with the terms set forth in the Registration Statements, the
supplement or supplements to the Prospectus included therein and the
applicable definitive purchase, underwriting or similar agreement, will
be valid and binding obligations of the Company, entitled to the
benefits provided by the Share Purchase Contract, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies and to general principles of
equity (regardless of whether enforcement is sought in a proceeding in
equity or at law).
(vi) Assuming the taking of appropriate corporate action by the Company and,
as applicable, its shareholders, the effectiveness of the Registration
Statement under the Act, the compliance with the "blue sky" laws of
certain states, the due authorization, execution and delivery by the
parties thereto of a Share Purchase Contract and the applicable pledge
agreement related to a Share Purchase Unit and each amendment thereof
or supplement thereto (any such Share Purchase Contract together with
the applicable pledge agreement, as so amended or supplemented, being
referred to in this paragraph as a "Share Purchase Unit"), that the
relevant Share Purchase Unit is consistent with the summary description
thereof set forth in the Registration Statement, and that any Common
Shares or Preference Shares underlying the relevant Share Purchase
Contract, and any Debt Securities, Trust Preferred Securities or debt
obligations of third parties issued as security for the relevant Share
Purchase Unit are duly authorized and validly issued: the Share
Purchase Unit, when the related Share Purchase Contract and the
applicable pledge agreement are duly executed and delivered, will be a
legal and valid obligation of the Company enforceable against the
Company in accordance with its terms, and the interests therein, when
duly sold and delivered at the price and in accordance with the terms
set forth in the Registration Statements, the supplement or supplements
to the Prospectus included therein and the applicable definitive
purchase, underwriting or similar agreement, will be valid and binding
obligations of the Company, entitled to the benefits provided by the
Share Purchase Unit, except as such enforceability may be limited by
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights
and remedies and to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).
(vii) The Trust is validly existing in good standing as a business trust
under the Delaware Business Trusts Act.
(viii) Assuming the taking of appropriate corporate and trust action by the
Company and the Capital Trust, the effectiveness of the Registration
Statement under the Act, the qualification of the Junior Subordinated
Indenture and/or the Trust Agreement Subordinated Indenture, as the
case may be, under the Trust Indenture Act, the compliance with the
"blue sky" laws of certain states, the due execution and delivery by
the parties thereto of the respective Trust Agreement and the Junior
Subordinated Indenture, and each amendment of or supplement to the
Trust Agreement or the Junior Subordinated Indenture, as the case may
be (collectively, as so amended or supplemented, being referred to in
this paragraph as the "Trust Agreements," and the trustees under any
such instruments being referred to in this paragraph as "Trustees"),
and that the relevant Trust Agreement and Junior Subordinated Indenture
is consistent with the respective forms thereof filed as an exhibit to
the Registration Statement: when the Trust Preferred Securities are
duly executed by the Capital Trust, authenticated by the relevant
Trustee and sold and delivered at the price and in accordance with the
terms set forth in the Registration Statement, the supplement or
supplements to the Prospectus included therein and the relevant
Indenture and the applicable definitive purchase, underwriting or
similar agreement, the Trust Preferred Securities will represent valid
and, subject to the qualifications set forth in paragraph (viii) below,
fully paid and nonassessable undivided beneficial interests in the
assets of the Capital Trust.
(ix) Assuming the taking of appropriate corporate and trust action by the
Company and the Capital Trust, the due execution and delivery by the
parties thereto of the respective Trust Agreement and the Junior
Subordinated Indenture and each amendment of or supplement to the Trust
Agreement or the Junior Subordinated
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Indenture, as the case may be, and that the relevant Trust Agreement
and Junior Subordinated Indenture is consistent with the respective
forms thereof filed as an exhibit to the Registration Statement: the
holders of the Trust Preferred Securities, as beneficial owners of the
Capital Trust, 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 holders of the Trust Preferred Securities may be
obligated to make payments as set forth in the Trust Agreement.
We express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, the General Corporation Law of the State of
Delaware, the Business Trusts Act of the State of Delaware and the federal laws
of the United States of America. Insofar as the opinions expressed herein relate
to or depend upon matters governed by the laws of the Islands of Bermuda, we
have relied upon the opinion of Conyers Dill & Pearman dated the date hereof,
which is being filed as exhibit 5.1 to the Registration Statement. We believe
that you and we are justified in relying thereon.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Certain Legal Matters" 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/ Willkie Farr & Gallagher
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