Exhibit 5.2
February 25, 2003
RenaissanceRe Holdings Ltd.
Renaissance House
8-12 East Broadway
Pembroke HM 19, Bermuda
RenaissanceRe Capital Trust II
Deutsche Bank Trust Company Delaware
1011 Centre Rd., Suite 200
Wilmington, DE 19805-1266
Re: RenaissanceRe Holdings Ltd.
RenaissanceRe Capital Trust II
Registration Statement on Form S-3
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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 "Act"), of a Registration Statement on
Form S-3 (the "Registration Statement") registering up to $200,000,000 of
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 "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 (the "Share Purchase Contracts"); Share Purchase Units
(the "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 prospectus (the "Prospectus") included
in the Registration Statement relates to an aggregate of up to $564,250,000 of
Securities. The terms used herein, unless otherwise defined, have the meanings
assigned to them in the Registration Statement.
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February 25, 2003
Page 2
The Debt Securities may be issued under (i) 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") or (ii) the Subordinated Indenture, dated as of May
14, 2002, between the Company, as Issuer, and Deutsche Bank Trust Company
Americas, as Trustee (the "Subordinated Indenture" and, together with the
Senior Indenture, the "Indentures"). 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, Deutsche Bank Trust Company Americas (f/k/a Bankers
Trust Company), as Property Trustee, and Deutsche Bank Trust Company Delaware
(f/k/a/ 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
Deutsche Bank Trust Company Americas (f/k/a 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 incorporated by reference as
an exhibit to the Registration Statement, (iii) the form of the senior note
attached as an exhibit to the Senior Indenture, (iv) the Subordinated Indenture
incorporated by reference as an exhibit to the Registration Statement, (v) the
form of the subordinated note attached as an exhibit to the Subordinated
Indenture, (vi) the Junior Subordinated Indenture, dated as of May 14, 2002,
between the Company and Deutsche Bank Trust Company Americas, as Trustee (the
"Junior Subordinated Indenture"), relating to the Trust Preferred Securities,
incorporated by reference as an exhibit to the Registration Statement, (vi) the
certificate of Trust of the Capital Trust, dated as of January 5, 2001,
incorporated by reference as an exhibit to the Registration Statement, (vii)
the Trust Agreement, dated as of January 5, 2001 of the Capital Trust, 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, incorporated by reference as an exhibit
to the Registration Statement, (viii) the form of Amended and Restated Trust
Agreement
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February 25, 2003
Page 3
incorporated by reference as an exhibit to the Registration Agreement, (ix) the
form of the specimen preferred security certificate attached as an exhibit to
the form of Amended and Restated Trust Agreement, and (x) the form of the
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.
A. 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:
(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
trustee of the Senior Indenture or the Subordinated Indenture, as the
case may be, and the due execution and delivery by the parties thereto
of 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"), 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
enforceable against the Company in accordance with their terms and
entitled to the benefits of the relevant Indenture.
(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
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February 25, 2003
Page 4
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 enforceable against the Company in accordance with its terms,
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.
(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.
(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: when the Guarantee Agreement is duly executed
and delivered, the Guarantee embodied therein will be a valid and
binding obligation of the Company, enforceable against the Company in
accordance with its terms.
(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
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February 25, 2003
Page 5
Share Purchase Contract, as so 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.
(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.
(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 the Trust Agreement, 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 trustee of
the Junior Subordinated Indenture, the due execution and delivery by
the parties thereto of the Trust Agreement, the due execution and
delivery by the parties thereto of each amendment of or supplement to
the Trust Agreement (as so amended or supplemented, being referred to
in this paragraph as the "Trust Agreement") or the Junior Subordinated
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February 25, 2003
Page 6
Indenture (as so amended or supplemented, being referred to in this
paragraph as the "Junior Subordinated Indenture"), as the case
may be (the trustees under any such instruments being referred to in
this paragraph as "Trustees"), and that the relevant Trust Agreement
is consistent with the form thereof incorporated by reference 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, the
Trust Agreement and the Junior Subordinated 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 (ix) 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 trustee of the Junior Subordinated Indenture, the due execution
and delivery by the parties thereto of the Trust Agreement, and
each amendment of or supplement to the Trust Agreement or the
Junior Subordinated Indenture, as the case may be, and that the
relevant Trust Agreement is consistent with the form thereof
incorporated by reference 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.
B. The opinions expressed herein are subject to the following assumptions,
qualifications and exceptions:
(i) 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.
(ii) Enforcement of any contract or agreement or of any security or other
instrument issued thereunder may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
moratorium or other similar laws affecting the rights of creditors
generally and by general principles of equity (regardless of whether
enforcement is sought in equity or at law), including principles of
commercial reasonableness or conscionability and an implied covenant of
good faith and fair dealing, which principles of equity are of general
application, and, when applied by a court, might cause such court to,
among other things, (A) not allow a creditor to accelerate the maturity
of a debt or terminate a forbearance period relating to a debt, or to
realize upon any security for the payment of such debt, upon the
occurrence of a default deemed immaterial or (B) include a requirement
that a creditor or other holder act with reasonableness and good faith.
RenaissanceRe Holdings Ltd.
February 25, 2003
Page 7
(iii) Certain of the remedial provisions, including waivers, with respect to
the exercise of remedies contained in any contract or agreement or
security or instrument referenced above are or may be unenforceable in
whole or in part, but the inclusion of such provisions does not affect
the validity of any such contract or agreement, taken as a whole.
(iv) Insofar as any contract or agreement or security or instrument
referenced above provides for indemnification or contribution or waivers
of rights or defenses, enforcement thereof may be limited by public
policy considerations or other applicable law.
(v) We express no opinion as to provisions of any contract or agreement or
security or instrument insofar as such provisions relate to: (1) the
subject matter jurisdiction of the courts specified therein, if any, to
adjudicate any controversy related to such contract or agreement, (2)
any waiver of jury trial contained therein, (3) any right of set-off or
provision for liquidated damages, (4) any limitations on the
effectiveness of oral amendments, modifications, consents and waivers,
and (5) any waiver of objection to venue set forth therein with respect
to proceedings in the courts specified therein.
The opinions expressed herein are given as of the date hereof,
and we assume no obligation to update (including with respect to any action
which may be required in the future to perfect or continue the perfection of any
security interest) or supplement such opinions or views to reflect any fact or
circumstance that may hereafter come to our attention or any change in law that
may hereafter occur or hereinafter become effective. Upon finalization of the
terms of any contract or agreement or security or instrument referenced above
which was not been executed as of the date hereof, additional assumptions,
qualifications and exceptions may be applicable in any future opinion addressing
such contract or agreement or security or instrument.
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 Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Willkie Farr & Gallagher
WILLKIE FARR & GALLAGHER