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EXHIBIT 5.3
[LETTERHEAD OF BRYAN CAVE LLP]
April 11, 2001
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039
Ladies and Gentlemen:
We have acted as special New York counsel to Reinsurance Group of
America, Incorporated, a Missouri corporation (the "Company"), in connection
with the Registration Statement on Form S-3 (the "Registration Statement") filed
by the Company and RGA Capital Trust I and RGA Capital Trust II, each a Delaware
business trust (each, a "Trust", and collectively, the "Trusts"), with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to (i) shares of common stock of the
Company, par value $0.01 per share (the "Common Stock"); (ii) warrants to
purchase Common Stock (the "Common Stock Warrants"); (iii) shares of Preferred
Stock of the Company, par value $0.01 per share, (the "Preferred Stock"), which
may be represented by depositary shares (the "Depositary Shares") evidenced by
depositary receipts (the "Receipts"); (iv) warrants to purchase Preferred Stock
(the "Preferred Stock Warrants"); (v) debt securities, which may be senior (the
"Senior Debt Securities"), subordinated (the "Subordinated Debt Securities") or
junior subordinated (the "Junior Subordinated Debt Securities") (collectively,
the "Debt Securities"); (vi) warrants to purchase Debt Securities (the "Debt
Security Warrants" and collectively with the Common Stock Warrants and the
Preferred Stock Warrants, the "Securities Warrants"); (vii) contracts for the
purchase and sale of Common Stock or Preferred Stock (the "Purchase Contracts");
and (viii) Stock Purchase Units of the Company, consisting of a Purchase
Contract and any of Debt Securities, debt obligations of third parties,
including U.S. Treasury Securities (the "Third Party Debt Securities"), or Trust
Preferred Securities (as defined below), securing the holder's obligation to
purchase the Common Stock or the Preferred Stock under such Purchase Contract
(the "Stock Purchase Units"). The Registration Statement also relates to the
registration under the Act of trust preferred securities of the Trusts (the
"Trust Preferred Securities") and guarantees of the Trust Preferred Securities
by the Company (the "Guarantees"). The Common Stock, the Preferred Stock, the
Depositary Shares, the Debt Securities, the Guarantees, the Purchase Contracts,
the Securities Warrants and the Stock Purchase Units are hereinafter referred to
collectively as the "Securities." The Securities may be issued and sold or
delivered from time to time as set forth in the Registration Statement, any
amendment thereto, the prospectus contained therein (the "Prospectus") and
supplements to the Prospectus (the "Prospectus Supplements") and pursuant to
Rule 415 under the Act for an aggregate initial
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offering price not to exceed $400,000,000 or the equivalent thereof in one or
more foreign currencies or composite currencies.
The Senior Debt Securities will be issued under an indenture, as
supplemented (the "Senior Indenture") between the Company and the senior
indenture trustee (the "Senior Trustee"). The Subordinated Debt Securities will
be issued under an indenture (the "Subordinated Indenture") between the Company
and the subordinated indenture trustee (the "Subordinated Indenture Trustee").
The Junior Subordinated Debt Securities will be issued under an indenture (the
"Junior Subordinated Indenture") between the Company and The Bank of New York,
as junior subordinated indenture trustee (the "Junior Subordinated Indenture
Trustee"). The Senior Indenture, the Subordinated Indenture and the Junior
Subordinated Indenture are hereinafter referred to collectively as the
"Indentures."
The Depositary Shares will be issued pursuant to a deposit agreement
(the "Deposit Agreement") to be entered into between the Company and a
depositary agent (the "Depositary Agent"), the form of which will be filed with
the SEC promptly after the offering of any Depositary Shares thereunder.
The Guarantees will be issued pursuant to a guarantee agreement (the
"Guarantee Agreement") between the Company and The Bank of New York, as
guarantee trustee (the "Guarantee Trustee").
In connection herewith, we have examined and relied without
investigation as to matters of fact upon the Registration Statement, including
the forms of the Indentures and of the Guarantee Agreement attached thereto as
Exhibits 4.1, 4.2, 4.3 and 4.15, and such certificates, statements and results
of inquiries of public officials and officers and representatives of the Company
and other documents, corporate records, certificates and instruments as we have
deemed necessary or appropriate to enable us to render the opinions expressed
herein. We have assumed the genuineness of all signatures on all documents
examined by us, the legal competence and capacity of each person that executed
documents, the authenticity of documents submitted to us as originals, and the
conformity to authentic originals of documents submitted to us as certified or
photocopies.
We also have assumed that: (1) at the time of execution,
authentication, issuance and delivery of the Senior Debt Securities, the Senior
Indenture will be the valid and legally binding obligation of the Senior
Indenture Trustee; (2) at the time of execution, authentication, issuance and
delivery of the Subordinated Debt Securities, the Subordinated Indenture will be
the valid and legally binding obligation of the Subordinated Indenture Trustee;
(3) at the time of execution, authentication, issuance and delivery of the
Junior Subordinated Debt Securities, the Junior Subordinated Indenture will be
the valid and legally binding obligation of the Junior Subordinated Indenture
Trustee; (4) at the time of execution, issuance and delivery of the Receipts,
the Deposit Agreement will be the valid and legally binding obligation of the
Depositary Agent; and (5) at the time of the execution, issuance and delivery of
the Guarantees, the Guarantee Agreement will be the valid and legally binding
obligation of the Guarantee Trustee.
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We have assumed further that: (1) at the time of execution,
authentication, issuance and delivery of the Senior Debt Securities, the Senior
Indenture will have been duly authorized, executed and delivered by the Company
and the Senior Trustee; (2) at the time of execution, authentication, issuance
and delivery of the Subordinated Debt Securities, the Subordinated Indenture
will have been duly authorized, executed and delivered by the Company and the
Subordinated Indenture Trustee; (3) at the time of execution, authentication,
issuance and delivery of the Junior Subordinated Debt Securities, the Junior
Subordinated Indenture will have been duly authorized, executed and delivered by
the Company and the Junior Subordinated Indenture Trustee; (4) at the time of
execution, issuance and delivery of the Guarantees, the Guarantee Agreement will
have been duly authorized, executed and delivered by the Company and the
Guarantee Trustee; and (5) at the time of execution, issuance and delivery of
the Receipts, the Deposit Agreement will have been duly authorized, executed and
delivered by the Company and the Depositary Agent.
Based upon the foregoing, in reliance thereon and subject to the
exceptions, qualifications and limitations stated herein and the effectiveness
of the Registration Statement under the Act, we are of the opinion that:
1. With respect to the Receipts, assuming the (a) taking by the Board
of all necessary corporate action to authorize and approve the issuance and
terms of the Preferred Stock, (b) due filing of Articles of Amendment to the
Articles of Incorporation of the Company establishing the terms of the Preferred
Stock, (c) terms of the Depositary Shares and of their issuance and sale have
been duly established in conformity with the terms of a valid and legally
binding Deposit Agreement conforming to the description thereof in the
Prospectus, (d) due issuance and delivery of the Preferred Stock, upon payment
of the consideration therefor provided in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and (e) due issuance and
delivery of Receipts evidencing the Depositary Shares against the deposit of the
Preferred Stock in accordance with the Deposit Agreement, such Receipts will be
validly issued and will entitle the holders thereof to the rights specified in
the Deposit Agreement.
2. With respect to the Debt Securities, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
any Debt Securities, the terms of the offering thereof and related matters by
the Board and (b) due execution, authentication, issuance and delivery of such
Debt Securities, upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the applicable
Indenture, such Debt Securities will constitute valid and legally binding
obligations of the Company.
3. With respect to the Guarantees, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Guarantees, the terms of the offering thereof and related matters by the
Board and (b) due execution, issuance and delivery of the Guarantees upon
payment of the consideration thereof provided for in the applicable definitive
purchase, underwriting or similar agreement approved by the Board and otherwise
in
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accordance with the provisions of the applicable Guarantee Agreement, such
Guarantees will constitute valid and legally binding obligations of the Company.
Our opinions set forth in paragraphs 1, 2 and 3 above are subject to
and limited by the effects of (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, receivership, moratorium and other similar laws now or hereafter
in effect relating to or affecting creditors' rights generally, (ii) general
equitable principles, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance, injunctive relief or other equitable remedies, regardless
of whether enforceability is considered in a proceeding in equity or at law,
(iii) requirements that a claim with respect to any Debt Securities or
Guarantees denominated other than in United States dollars (or a judgment
denominated other than in United States dollars with respect to such a claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and (iv) governmental authority to limit,
delay or prohibit the making of payments outside the United States or in foreign
currency or composite currency.
The opinion expressed above is limited to the laws of the State of New
York and the federal laws of the United States of America.
You have informed us that you intend to issue the Securities from time
to time on a delayed or continuous basis, and this opinion is limited to the
laws, including the rules and regulations, as in effect on the date hereof. We
understand that prior to issuing any Receipts, Debt Securities or Guarantees you
will afford us an opportunity to review the operative documents pursuant to
which such Securities are to be issued (including the applicable prospectus
supplement) and will file such supplement or amendment to this opinion (if any)
as we may reasonably consider necessary or appropriate by reason of the terms of
such Securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus. We also consent to your filing copies of this
opinion as an exhibit to the Registration Statement with agencies of such states
as you deem necessary in the course of complying with the laws of such states
regarding the offering and sale of the Securities. In giving such consent, we do
not thereby concede that we are within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder.
This letter is furnished to you as your special counsel in connection
with the Registration Statement, is solely for your benefit and may not be
relied upon by any person other than you or in connection with any other
transaction.
Very truly yours,
/s/ Bryan Cave LLP
Bryan Cave LLP
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