Exhibit 5.2
RICHARDS, LAYTON & FINGER, P.A.
December 18, 2001
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039
Re: RGA Capital Trust I
Ladies and Gentlemen:
We have acted as special Delaware counsel for RGA Capital Trust I (the
"Trust"), a Delaware business trust, in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:
(a) The Certificate of Trust of the Trust (the "Certificate"), as
filed in the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on February 8, 2001;
(b) The Trust Agreement of the Trust, dated as of February 8, 2001,
among the Company and the trustees of the Trust named therein
(c) The form of Amended and Restated Trust Agreement of the Trust, to
be dated as of December 18, 2001 (including the exhibits thereto)
(the "Trust Agreement"), among Reinsurance Group of America,
Incorporated (the "Company"), The Bank of New York, as property
trustee, The Bank of New York (Delaware), as Delaware trustee, the
administrative trustees named therein and the holders, from time
to time, of undivided beneficial interests in the assets of the
Trust;
Reinsurance Group of America, Incorporated
December 18, 2001
Page 2
(d) The prospectus, dated December 3, 2001, as supplemented by the
prospectus supplement, dated December 12, 2001 (collectively, the
"Prospectus"), relating to the $225,000,000 Trust Preferred Income
Equity Redeemable Securities (PIERS) Units (each, a "Unit" and
collectively, the "Units"), each of which consists of a preferred
security of the Trust representing an undivided beneficial
interest in the assets of the Trust (each, a "Preferred Security"
and collectively, the "Preferred Securities") and a warrant to
purchase common stock of the Company; and
(e) A Certificate of Good Standing for the Trust, dated December 17,
2001, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Trust
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the Trust, and that the Trust Agreement and the
Certificate are in full force and effect and have not been amended, (ii) except
to the extent provided in paragraph 1 below, that each party to the documents
examined by us has been duly created, organized or formed, as the case may be,
and is validly existing in good standing under the laws of the jurisdiction
governing its creation, organization or formation, (iii) the legal capacity of
natural persons who are signatories to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) that each party to the documents examined by us has duly authorized,
executed and delivered such documents, (vi) the receipt by each Person (the
"Preferred Security Holders") to whom a Preferred Security is to be issued by
the Trust of a Preferred Security Certificate for the Preferred Security and the
payment for the Preferred Security acquired by it, in accordance with the Trust
Agreement and the Underwriting Agreement, and as described in the Prospectus,
and (vii) that
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December 18, 2001
Page 3
the Preferred Securities are issued and sold to the Preferred Security Holders
in accordance with the Trust Agreement and the Underwriting Agreement, and as
described in the Prospectus. We have not participated in the preparation of the
Prospectus and assume no responsibility for its contents.
This opinion is limited to the Delaware Business Trust Act, including
the statutory provisions and all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these laws, and we
have not considered and express no opinion on the laws of any other
jurisdiction, including federal laws and rules and regulations relating thereto.
Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.
2. The Preferred Securities will, when executed, authenticated and
issued in accordance with the Trust Agreement, be validly issued, fully paid and
nonassessable beneficial interests in the assets of the Trust, subject to the
qualifications set forth in paragraph 3 below.
3. The Preferred Security Holders, as beneficial owners of the 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 Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.
We consent to Bryan Cave LLP's and James Sherman, Esquire's relying as
to matters of Delaware law upon this opinion in connection with opinions to be
rendered by them on the date hereof. We also consent to the filing of this
opinion with the Securities and Exchange Commission as an exhibit to the Trust's
and the Company's Registration Statements on Form S-3 (Filing Nos. 333-74104,
333-74104-01 and 333-74104-02). In giving the foregoing consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
EAM