EXHIBIT 5.1
February 25, 2003
RenaissanceRe Holdings Ltd.
Renaissance House
8 - 12 East Broadway
Pembroke HM 19
Bermuda
Dear Sirs
RENAISSANCERE HOLDINGS LTD. (THE "COMPANY")
We have acted as special legal counsel in Bermuda to the Company in connection
with the filing by the Company 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 to which this is an exhibit (the "Registration Statement")
in relation to the shelf registration of common shares of the Company ("Common
Shares"), preference shares of the Company ("Preference Shares"), depositary
receipts issued by a depository to be selected in respect of fractions of Common
Shares or of Preference Shares ("Depositary Shares"), debt securities of the
Company ("Debt Securities"), warrants to purchase Common Shares ("Common Share
Warrants"), warrants to purchase Debt Securities ("Debt Warrants"), warrants to
purchase Preference Shares ("Preference Share Warrants"), share purchase
contracts ("Share Purchase Contracts"), share purchase units ("Share Purchase
Units") and preferred securities of RenaissanceRe Capital Trust II ("Preferred
Securities"), a guarantee by the Company in respect of Preferred Securities
("Guarantee") (together the "Securities"). The Securities may be issued from
time to time by the Company after the Registration Statement to which this
opinion is an exhibit, becomes effective.
For the purposes of giving this opinion, we have examined the following
documents:
(i) an electronic copy of an original Registration Statement on Form S-3
with respect to the Securities excluding Exhibits and the documents
incorporated by reference;
(ii) an electronic copy of the Junior Subordinated Indenture, dated as of
May 14, 2002, between the Company as Issuer and Deutsche Bank Trust
Company Americas (f/k/a Bankers Trust Company) as Trustee (the
"Junior Subordinated Indenture");
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February 25, 2003
Page 2
(iii) an electronic copy of the Senior Indenture, dated as of July 1, 2001
between the Company as Issuer and Deutsche Bank Trust Company
Americas (f/k/a Bankers Trust Company) as Trustee (the "Senior
Indenture");
(iv) an electronic copy of the Subordinated Indenture dated as of May 14,
2002, between the Company as Issuer and Deutsche Bank Trust Company
Americas (f/k/a Bankers Trust Company) as Trustee (the "Subordinated
Indenture");
(v) an electronic copy of a draft form of Guarantee Agreement to be
entered into between the Company (as Guarantor) and Deutsche Bank
Trust Company Americas (f/k/a/ Bankers Trust Company) (as Guarantee
Trustee) (the "Guarantee Agreement");
(vi) an electronic copy of a Trust Agreement, dated as of January 5, 2001
of the PTrust (the "Initial Trust Agreement"), between the Company,
as Depositor, Deutsche Bank Trust Company Americas (f/k/a Bankers
Trust Company), as Property Trustee, Deutsche Bank Trust Company
Delaware (f/k/a Bankers Trust Company (Delaware)), as Delaware
Trustee, and the Administrative Trustees named therein; and
(vii) an electronic copy of a form of Amended and Restated Trust
Agreement, (the "Amended Trust Agreement"), between the Company, as
Depositor, Deutsche Bank Trust Company Americas (f/k/a Bankers Trust
Company), as Property Trustee, Deutsche Bank Trust Company Delaware
(f/k/a Bankers Trust Company (Delaware)), as Delaware Trustee, and
the Administrative Trustees named therein.
The documents listed in items (i) through (vii) above are herein sometimes
collectively referred to as the "Documents" and the documents listed in items
(ii) through (vii) above are herein sometimes collectively referred to as the
"Operative Documents" (which terms do not include any other instrument or
agreement whether or not specifically referred to therein or attached as an
exhibit or schedule thereto).
We have also reviewed the memorandum of association and the amended and restated
bye-laws of the Company (the "Constitutional Documents"), each certified by the
Secretary of the Company on February 4, 2003, and such other documents and made
such enquiries as to questions of law as we have deemed necessary in order to
render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) examined by
us and the authenticity and completeness of the originals from which such copies
were taken, (b) that where a document has been examined by us in draft form, it
will be or has been executed in the form of that draft, and where a number of
drafts of a document have been examined by us all changes thereto have been
marked or otherwise drawn to our attention, (c) the capacity, power and
authority of each of the parties to the Operative Documents, other than the
Company, to enter
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February 25, 2003
Page 3
into and perform its respective obligations under the Operative Documents, (d)
the due execution of the Operative Documents, and of any instruments evidencing
any of the Securities to the extent required by applicable law, by each of the
parties thereto and the delivery thereof by each of the parties thereto, (e) the
accuracy and completeness of all factual representations made in the Documents
and other documents reviewed by us, (f) that the Company will issue the
Securities and enter into the Operative Documents in furtherance of its objects
as set out in its memorandum of association, (g) that there is no provision of
the law of any jurisdiction, other than Bermuda, which would have any
implication in relation to the opinions expressed herein, (h) the validity and
binding effect under the laws of the State of New York or the State of Delaware
(the "Foreign Laws") of the Operative Documents which are expressed to be
governed by such Foreign Laws in accordance with their respective terms, (i) the
validity and binding effect under the Foreign Laws of the submission by the
Company pursuant to the Operative Documents to the non-exclusive jurisdiction of
the courts of United States Federal or New York State court sitting in the
Borough of Manhattan, the City of New York, New York (the "Foreign Courts"), (j)
none of the parties to the Operative Documents has carried on or will carry on
activities, other than the performance of its obligations under the Operative
Documents, which would constitute the carrying on of investment business in or
from within Bermuda and that none of the parties to the Operative Documents,
other than the Company, will perform its obligations under the Operative
Documents in or from within Bermuda, (k) the approval of the issue by the
Company of any Securities will be made at a duly convened and quorate meeting of
the Board of Directors of the Company and, if required, at a duly convened and
quorate meeting of the shareholders of the Company in a manner complying with
the Constitutional Documents, (l) the Company will receive money or money's
worth for each Common Share and for each Preference Share when issued of not
less than the par values thereof, (m) the Company will have sufficient
authorised capital to effect the issue of each Common Share and each Preference
Share when issued, (n) the Company will comply, to the extent applicable, with
the requirements of Part III of the Companies Act 1981, as amended "Prospectuses
and Public Offers", and (o) the Bermuda Monetary Authority will consent to the
issue by the Company of the Securities.
The obligations of the Company under the Operative Documents and any instruments
evidencing any of the Securities (a) will be subject to the laws from time to
time in effect relating to bankruptcy, insolvency, liquidation, possessory
liens, rights of set off, reorganisation, amalgamation, moratorium or any other
laws or legal procedures, whether of a similar nature or otherwise, generally
affecting the rights of creditors, (b) will be subject to statutory limitation
of the time within which proceedings may be brought, (c) will be subject to
general principles of equity and, as such, specific performance and injunctive
relief, being equitable remedies, may not be available, (d) may not be given
effect to by a Bermuda court, whether or not it was applying the Foreign Laws,
if and to the extent they constitute the payment of an amount which is in the
nature of a penalty and not in the nature of liquidated damages. Notwithstanding
any contractual submission to the jurisdiction of specific courts, a Bermuda
court has inherent discretion to stay or allow proceedings in the Bermuda
courts.
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February 25, 2003
Page 4
We express no opinion as to the enforceability of any provision of the Operative
Documents which provides for the payment of a specified rate of interest on the
amount of a judgment after the date of judgment or which purports to fetter the
statutory powers of the Company.
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. This opinion is issued
solely for the purpose set out above and is not to be relied upon in respect of
any other matter.
On the basis of and subject to the foregoing, we are of the opinion that:
1. The Company is duly incorporated and existing under the laws of Bermuda in
good standing (meaning solely that it has not failed to make any filing
with any Bermuda governmental authority or to pay any Bermuda government
fee or tax which would make it liable to be struck off the Register of
Companies and thereby cease to exist under the laws of Bermuda).
2. Any Common Shares and any Preference Shares issued as described in the
Prospectus that forms part of the Registration Statement, provided that
such issue is undertaken subject to and in accordance with the
Constitutional Documents of the Company and in accordance with Bermuda
law, will be validly issued, fully paid and non-assessable (meaning that
no further sums are required to be paid by the holders thereof in
connection with the issue thereof).
3. The Debt Securities and the Guarantees, when issued as described in
accordance with the terms of the applicable Operative Documents, will
constitute the valid and binding obligations of the Company in accordance
with the terms thereof.
4. The statements in the Prospectus included in the Registration Statement
under the captions "Description of our Capital Shares", "Certain Tax
Considerations" and "Enforcement of Civil Liabilities under United States
Federal Securities Laws", insofar as they purport to describe the
provisions of the laws of Bermuda referred to therein, are accurate and
correct in all material respects.
We hereby consent to the filing of this opinion with the SEC and as an exhibit
to the Registration Statement and to the references to this Firm in the
Registration Statement. As Bermuda attorneys, however, we are not qualified to
opine on matters of law of any jurisdiction other than Bermuda. Accordingly, we
do not admit to being an expert within the meaning of the Act.
Yours faithfully
/s/ Conyers Dill & Pearman
CONYERS DILL & PEARMAN