Exhibit 5.1
[LETTERHEAD OF CONYERS DILL & PEARMAN]
4 November 2005
Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke HM08
Bermuda
Dear Sirs
Platinum Underwriters Holdings, Ltd. (the "Company")
We have acted as special legal counsel in Bermuda to the Company in connection
with the filing by the Company of a registration statement on Form S-3 with the
United States Securities and Exchange Commission (the "Commission") on
4 November, 2005 (the "Registration Statement," which term does not include any
other document or agreement whether or not specifically referred to therein or
attached as an exhibit or schedule thereto) relating to the shelf registration
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of
the Company's common shares (the "Common Shares"), preferred shares (the
"Preferred Shares"), senior and subordinated debt securities (collectively,
the "Debt Securities"), guarantees of any senior and subordinated debt
securities issued by Platinum Underwriters Finance, Inc., (the "Guarantees"),
depositary shares to be issued by a depositary to be selected in respect of
Common Shares and Preferred Shares (the "Depositary Shares"), warrants to
purchase Common Shares or Preferred Shares or Debt Securities (the "Warrants"),
share purchase contracts ("Contracts"), share purchase units ("Units") of the
Company (collectively the Common Shares, Preferred Shares, Debt Securities,
Guarantees, Depositary Shares, Warrants, Contracts and Units are the
"Securities").
For the purposes of giving this opinion, we have examined an electronic copy of
the Registration Statement (excluding the exhibits and the documents
incorporated by reference therein).
We have also reviewed and have relied upon the memorandum of association and the
bye-laws of the Company, each certified by the Secretary of the Company on 28
October, 2005 (the "Constitutional Documents"), copies of resolutions of the
Board of Directors of the Company held on 27 October, 2005, certified by the
Secretary of the Company on 28 October, 2005, (the "Resolutions"), and such
other documents and made such enquires as to questions of law as we have deemed
necessary in order to render the opinion set forth below.
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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 accuracy and completeness of
all factual representations made in the Registration Statement and other
documents reviewed by us, (d) that the Company will issue the Securities in
furtherance of its objects as set out in its memorandum of association, (e) 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, (f)
that the Constitutional Documents and the Resolutions remain in full force and
effect and have not been, and will not be, rescinded or amended, (g) that the
issue by the Company of any Securities will be made in accordance with the
parameters established by the Company's Board of Directors pursuant to the
Resolutions in a manner complying with the Constitutional Documents, (h) that
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 value thereof, (i)
that the Company will have sufficient authorised capital to effect the issue of
each Common Share and each Preference Share at the time of issuance, either as a
principal issue, or on the conversion, exchange or exercise of a Warrant, a
Contract or a Unit, (j) that 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 (k) that at the time of issue of any
Securities, the Bermuda Monetary Authority permissions, inter alia, for the
issue (and subsequent transfer) of the Securities (subject to conditions
expressed in such correspondence) will not have been revoked or amended.
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe the Common Shares and Preferred Shares as being "non-assessable" herein
we mean, subject to any contrary provision in any agreement between the Company
and any one of its members holding any of the Common Shares and Preferred Shares
(but only with respect to such member), that no further sums are payable with
respect to the issue of such shares and no member shall be bound by an
alteration in the Constitutional Documents after the date upon which it became a
member if and so far as the alteration requires such member to take or subscribe
for additional Common Shares or Preferred Shares or in any way increases its
liability to contribute to the share capital of, or otherwise pay money to, the
Company.
Upon the issuance of any of the Securities described in opinion paragraph 3
below, the Company's obligations thereunder and under any indenture relating
thereto (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
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equity and, as such, specific performance and injunctive relief, being equitable
remedies, may not be available, and (d) may not be given effect to by a Bermuda
court 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.
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 your benefit and is not to be relied upon by any other person, firm
or entity or in respect of any matter other than the offering of the Securities
by the Company, as described in the Registration Statement.
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 fees 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. The Common Shares and the Preferred Shares have been duly authorized for
issuance by the Company as contemplated by the Registration Statement and
upon the issuance and delivery of Common Shares or Preferred Shares by the
Company and the payment therefor in accordance with the terms of issuance of
such Common Shares or Preferred Shares in the amount at least equal to the
par value of such shares, such shares will be validly issued and will be
fully paid and non-assessable.
3. Each of the Debt Securities, the Guarantees, the Warrants, the Contracts,
the Units and the receipts evidencing Depositary Shares have been duly
authorized for issuance by the Company.
4. The statements in the Prospectus included in the Registration Statement under
the captions "Description of Our Share Capital" and "Enforcement of Civil
Liabilities Under United States Federal Securities Laws and Other Matters,"
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 as an exhibit to the
Registration Statement and to the references to our Firm under the captions
"Description of Our Share Capital," "Enforcement of Civil Liabilities Under
United States Federal Securities Laws and Other Matters" and "Legal Matters" in
the prospectus forming a part of the Registration
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Statement. In giving this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully
/s/ Conyers Dill & Pearman
Conyers Dill & Pearman