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Exhibit 5.1
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
March 9, 1998
Life Re Corporation
969 High Ridge Road
Stamford, CT 06905
Ladies and Gentleman:
We have acted as counsel to Life Re Corporation, a Delaware corporation
(the "Company"), and Life Re Capital Trust II, a Delaware business trust (the
"Trust"), in connection with the preparation and filing with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-3 (Registration No. 333-46213) (as amended, the
"Registration Statement") with respect to the registration of (i) junior
subordinated deferrable interest debentures of the Company (the "Junior
Subordinated Debentures"), (ii) quarterly income preferred securities of the
Trust (the "QUIPS"), (iii) shares of common stock of the Company, par value
$.001 per share (the "Common Stock"), (iv) stock purchase contracts of the
Company for the purchase of Common Stock (the "Purchase Contracts"), (v)
adjustable conversion-rate equity security units of the Company, each
representing (a) the right to purchase Common Stock under a Purchase Contract
and (b) ownership of QUIPS, Junior Subordinated Debentures or other securities
securing the holder's obligation to purchase Common Stock under a Purchase
Contract (the "Units") and (vi) a guarantee of certain payment obligations of
the Trust with respect to the QUIPS to be executed and delivered by the Company
for the benefit of the holders of the QUIPS. Capitalized terms defined in the
Registration Statement and used but not otherwise defined herein are used herein
as such terms are defined in the Registration Statement.
In so acting, we have reviewed the Registration Statement, including the
form of Indenture (the "Indenture") between the Company and The Bank of New
York, as Debenture Trustee, the form of Junior Subordinated Debenture set forth
in
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the Indenture, the form of Amended and Restated Declaration of Trust (the
"Declaration") among the Company, as Sponsor, The Bank of New York, as Property
Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the
Administrators named therein, the form of QUIPS set forth in the Declaration,
the form of Guarantee Agreement (the "Guarantee Agreement") by and between the
Company and The Bank of New York, as Guarantee Trustee, the form of Guarantee
set forth in the Guarantee Agreement, the form of Master Unit Agreement (the
"Master Unit Agreement") by and between the Company and The Bank of New York, as
Unit Agent, and the form of Units set forth in the Master Unit Agreement, each
of which is being filed as an exhibit to the Registration Statement. In
addition, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company and the Trust, and
have made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company and the Trust. We have also assumed (i) the due
organization and valid existence of the Company and the Trust, (ii) that each of
the Company and the Trust has the requisite power and authority to enter into
and perform its respective obligations under the Indenture, the Junior
Subordinated Debentures, the Declaration, the QUIPS, the Guarantee Agreement,
the Guarantee, the Master Unit Agreement and the Units and (iii) the due
authorization, execution and delivery of the Indenture, the Junior Subordinated
Debentures, the Declaration, the QUIPS, the Guarantee Agreement, the Guarantee,
the Master Unit Agreement and the Units by the Company and the Trust, as the
case may be.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that when the Indenture, the Declaration, the Guarantee
Agreement and the Master Unit Agreement will have been duly authorized, executed
and delivered by the other parties thereto:
1. The Junior Subordinated Debentures, when duly executed and
authenticated by the Debenture Trustee pursuant to
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the terms of the Indenture and issued, delivered and sold against
payment therefor in accordance with the terms of the Indenture and as
contemplated by the Registration Statement, will be validly issued and
will constitute the legally binding obligations of the Company,
enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
2. The QUIPS, when duly executed and authenticated by the
Property Trustee in accordance with the terms of the Declaration and
issued, delivered and sold against payment therefor in accordance with
the terms of the Declaration and as contemplated by the Registration
Statement, will be validly issued, fully paid and nonassessable.
3. The Purchase Contracts, when issued, delivered and sold
against payment therefor in accordance with the terms of the Master
Unit Agreement and as contemplated by the Registration Statement, will
be validly issued and will constitute the legally binding obligations
of the Company, enforceable against the Company in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles
of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
4. The Units, when duly executed and authenticated by the Unit
Agent in accordance with the terms of the Master Unit Agreement and
issued, delivered and sold against payment therefor in accordance with
the terms of the Master Unit Agreement and as contemplated by the
Registration Statement, will be validly issued, fully paid and
nonassessable.
5. The Common Stock to be issued pursuant to the Purchase
Contracts, when issued, delivered and sold against payment therefor
in accordance with the terms of the Master Unit Agreement and the
Purchase Contracts and as contemplated by the Registration Statement
(assuming that the Company has reserved for issuance the requisite
number of shares of Common Stock), will be validly issued, fully paid
and nonassessable.
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6. The Guarantee, when duly executed and authenticated by the
Guarantee Trustee pursuant to the terms of the Guarantee Agreement and
when the QUIPS to which such Guarantee relates have been duly issued,
delivered and sold against receipt by the Trust of payment therefor in
accordance with the terms of the Declaration and as contemplated by
the Registration Statement, will constitute the legally binding
obligation of the Company, enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and
subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding
at law or in equity).
The opinions expressed herein are limited to the laws of the State of New
York, the corporate laws of the State of Delaware and the federal laws of the
United States, and we express no opinion as to the effect on the matters covered
by this opinion of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the
caption "Legal Matters" in the Prospectus which is part of the Registration
Statement.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions described herein. This opinion may not be used
or relied upon by any other person and may not be disclosed to a third party,
filed with a governmental agency, quoted, cited or otherwise referred to without
our prior written consent, except as noted above.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP