EXHIBIT 5.2

[BRYAN CAVE LETTERHEAD]

March 7, 2005

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 (Nos. 333-_________, 333-________-01 and
333-_________-02), which also constitutes Post- Effective Amendment No. 1 to the
Registration Statement on Form S-3 (Nos. 333-117261, 333- 117261-01 and
333-117261-02) and Post-Effective Amendment No. 5 to the Registration Statement
on Form S-3 (Nos. 333-118200, 333-108200-01 and 333-108200-02) (collectively,
the "Registration Statement"), filed by the Company and RGA Capital Trust III
and RGA Capital Trust IV, each a Delaware statutory 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" and, collectively with the Senior Debt
Securities and the Subordinated Debt Securities, the "Debt Securities"); (vi)
warrants to purchase Debt Securities (the "Debt Security Warrants"); (vii)
warrants to purchase other securities ("Other Warrants" and, collectively with
the Common Stock Warrants, the Preferred Stock Warrants and the Debt Security
Warrants, the "Securities Warrants"); (viii) contracts for the purchase and sale
of Common Stock, Preferred Stock, Debt Securities, Depositary Shares or
Securities Warrants (the "Purchase Contracts"); (ix) Units (the "Units") of the
Company, consisting of one or more of Common Stock, Preferred Stock, Depositary
Shares, Debt Securities, Securities Warrants, Purchase Contracts, Trust
Preferred Securities (as hereinafter defined), Guarantees (as hereinafter
defined) and debt obligations of third parties, including U.S. Treasury
Securities (the "Third Party Debt Securities"); and (x) 32,243,539 shares of
Common Stock that may be sold by the selling shareholder named in the
Registration Statement (the "Selling Shareholder's Shares"). 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
Securities Warrants, the Purchase Contracts, the Guarantees, the Units and the
Selling Shareholder's Shares are hereinafter referred to collectively as the
"Securities." The Securities that may be issued and sold or delivered from time
to time by the Company and the Trusts as set forth in the Registration
Statement, any amendment thereto, the prospectus contained therein (the
"Prospectus") and supplements



Reinsurance Group of America, Incorporated
March 7, 2005
Page 2

to the Prospectus (the "Prospectus Supplements") filed pursuant to Rule 415
under the Act may not exceed an aggregate initial offering price of
$1,000,000,000 or the equivalent thereof in one or more foreign currencies or
composite currencies and the Selling Shareholder's Shares may not exceed an
aggregate of 32,243,539 shares of Common Stock. The Senior Debt Securities will
be issued under a Senior Indenture, dated as of December 19, 2001, between the
Company and The Bank of New York, as Trustee (the "Senior Trustee"), as
supplemented (the "Senior Indenture"). The Subordinated Debt Securities will be
issued under an indenture (the "Subordinated Indenture") between the Company and
a subordinated indenture trustee to be specified therein (the "Subordinated
Indenture Trustee"). The Junior Subordinated Debt Securities will be issued
under a Junior Subordinated Indenture, dated as of December 18, 2001, between
the Company and The Bank of New York, as Trustee (the "Junior Subordinated
Indenture Trustee"), as supplemented (the "Junior Subordinated Indenture"). 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") between the Company and a depositary agent to be specified
therein (the "Depositary Agent").

The Common Stock Warrants will be issued under a common stock warrant agreement
(the "Common Stock Warrant Agreement") between the Company and a common stock
warrant agent to be specified therein. The Preferred Stock Warrants will be
issued under a preferred stock warrant agreement (the "Preferred Stock Warrant
Agreement") between the Company and a preferred stock warrant agent to be
specified therein. The senior debt security warrants will be issued under a
senior debt security warrant agreement (the "Senior Debt Security Warrant
Agreement") among the Company, a senior debt security warrant agent to be
specified therein and the Senior Trustee. The subordinated debt security
warrants will be issued under a subordinated debt security warrant agreement
(the "Subordinated Debt Security Warrant Agreement") among the Company, a
subordinated debt security warrant agent to be specified therein and the
Subordinated Indenture Trustee. The Other Warrants will be issued under a
warrant agreement (the "Other Warrant Agreement") between the Company, the
applicable trustee and a warrant agent to be specified therein. The Common Stock
Warrant Agreement, the Preferred Stock Warrant Agreement, the Senior Debt
Security Warrant Agreement, the Subordinated Debt Security Warrant Agreement and
the Other Warrant Agreement are hereinafter referred to collectively as the
"Warrant Agreements." Each party to a Warrant Agreement other than the Company
is referred to hereinafter as a "Counterparty."

The Purchase Contracts will be issued pursuant to a purchase contract agreement
(the "Purchase Contract Agreement") between the Company and a purchase contract
agent to be specified therein (the "Purchase Contract Agent").

The Units will be issued under a unit agreement (the "Unit Agreement") between
the Company and a unit agent to be specified therein (the "Unit Agent").

The Guarantees will be issued pursuant to a guarantee agreement (the "Guarantee
Agreement") between the Company and a guarantee trustee to be specified therein
(the "Guarantee Trustee").

In connection herewith, we have examined and relied without investigation as to
matters of fact upon the Registration Statement, including the Senior Indenture,
the Junior Subordinated Indenture, the form of the Subordinated Indenture and
the form of the Guarantee Agreement attached thereto as Exhibits 4.1, 4.2, 4.3



Reinsurance Group of America, Incorporated
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Page 3

and 4.12, respectively, and such certificates, statements and results of
inquiries of public officials and officers and representatives of the Company
and originals or copies, certified or otherwise identified to our satisfaction,
of such 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 natural persons,
the authenticity of documents submitted to us as originals, and the conformity
with authentic original documents of all documents submitted to us as copies.

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,
enforceable against such party in accordance with its terms; (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, enforceable against such party
in accordance with its terms; (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, enforceable against such party in
accordance with its terms; (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, enforceable against such party in accordance
with its terms; and (5) at the time of the execution, issuance and delivery of
the Purchase Contracts, the Purchase Contract Agreement will be the valid and
legally binding obligation of the Purchase Contract Agent, enforceable against
such party in accordance with its terms; (6) 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, enforceable
against such party in accordance with its terms; (7) at the time of the
execution, countersignature, issuance and delivery of any Securities Warrants,
the related Warrant Agreement will be the valid and legally binding obligation
of each Counterparty thereto, enforceable against such party in accordance with
its terms; and (8) at the time of the execution, countersignature, issuance and
delivery of the Units, the related Unit Agreement will be the valid and legally
binding obligation of the Unit Agent, enforceable against such party in
accordance with its terms.

We have assumed further that: (1) at the time of execution, authentication,
issuance and delivery of the Senior Debt Securities, the Senior Indenture will
continue to be in full force and effect and will not have been terminated or
rescinded by the Company or the Senior Indenture 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 continue to
be in full force and effect and will not have been terminated or rescinded by
the Company or the Junior Subordinated Indenture Trustee; (4) at the time of
execution, issuance and delivery of the Purchase Contracts, the Purchase
Contract Agreement will have been duly authorized, executed and delivered by the
Company; (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; (6) at the time of execution,
countersignature, issuance and delivery of any Securities Warrants, the related
Warrant Agreement will have been duly authorized, executed and delivered by the
Company; (7) at the time of execution, issuance and delivery of the Guarantee,
the Guarantee Agreement will have been duly authorized, executed and delivered
by the Company; (8) at the time of execution, issuance and delivery of the
Units, the Unit Agreement will have been duly authorized, executed



Reinsurance Group of America, Incorporated
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Page 4

and delivered by the Company; and (9) at the time of issuance and sale of any of
the Securities, the terms of the Securities, and their issuance and sale, will
have been established so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon the Company
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company.

Based upon the foregoing, in reliance thereon, and subject to the assumptions,
comments, qualifications, limitations and exceptions 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 of all necessary
corporate action to authorize and approve the issuance and terms of the related
Preferred Stock, (b) due filing of Articles of Amendment to the Articles of
Incorporation of the Company authorizing and 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 related Preferred Stock upon
payment of the consideration therefor provided in the applicable definitive
purchase, underwriting or similar agreement approved by the Board of Directors
of the Company, or a duly constituted committee thereof (collectively, 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 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 binding obligations of the Company,
enforceable against the Company in accordance with their terms.

      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, 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
accordance with the provisions of the applicable Guarantee Agreement, such
Guarantees will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.

      4. With respect to the Purchase Contracts, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Purchase Contracts, the terms of the offering thereof and related matters,
and (b) due execution, issuance and delivery of the Purchase Contracts upon
payment of the consideration for such Purchase Contracts 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
Purchase Contract Agreement, the Purchase Contracts will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.



Reinsurance Group of America, Incorporated
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      5. With respect to the Securities Warrants, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Securities Warrants, the terms of the offering thereof and related matters,
and (b) due execution, countersignature, issuance and delivery of such
Securities Warrants upon payment of the consideration for such Securities
Warrants 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 Warrant Agreement, such Securities Warrants will
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.

      6. With respect to the Units, assuming the (a) taking of all necessary
corporate action to authorize and approve the issuance, execution and terms of
any Units, the related Unit Agreements and any Securities which are components
of the Units, the terms of the offering thereof and related matters, (b) taking
by third parties of all necessary corporate or other action to authorize and
approve the issuance and terms of any Third Party Debt Securities which are a
component of the Units, the terms of the offering thereof and related matters
and (c) due execution, countersignature (where applicable), authentication,
issuance and delivery of the Units, the Unit Agreements, the Securities that are
components of such Units, and such Third Party Debt Securities, in each case
upon the 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 (i) Deposit
Agreement, in the case of Depositary Shares or Receipts, (ii) Warrant Agreement,
in the case of Securities Warrants, (iii) Guarantee Agreement, in the case of
Guarantees, (iv) Purchase Contract Agreement, in the case of Purchase Contracts,
(v) Indenture, in the case of Debt Securities, (vi) Certificate of Trust and
Trust Agreement, in the case of Trust Preferred Securities, and (vii) indenture
or other authorizing document, in the case of Third Party Debt Securities, such
Units will be validly issued and will entitle the holders thereof to the rights
specified in the Unit Agreements.

In addition to the assumptions, comments, qualifications, limitations and
exceptions set forth above, the opinions set forth herein are further limited
by, subject to and based upon the following:

      (a) Our opinions herein reflect only the application of applicable laws of
the State of New York and the Federal laws of the United States of America. The
opinions set forth herein are made as of the date hereof and are subject to, and
may be limited by, future changes in the factual matters set forth herein, and
we undertake no duty to advise you of the same. The opinions expressed herein
are based upon the law in effect (and published or otherwise generally
available) on the date hereof, and we assume no obligation to revise or
supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering our opinions, we have not
considered, and hereby disclaim any opinion as to, the application or impact of
any laws, cases, decisions, rules or regulations of any other jurisdiction,
court or administrative agency.

      (b) Our opinions herein are subject to and may be limited by (i)
applicable bankruptcy, insolvency, reorganization, receivership, moratorium and
other similar laws affecting or relating to the rights and remedies of creditors
generally, including, without limitation, laws relative to fraudulent
conveyances, preferences and equitable subordination, (ii) general principles of
equity (regardless of whether considered in a proceeding in equity or at law),
(iii) an implied covenant of good faith and fair dealing, (iv) 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 (v)



Reinsurance Group of America, Incorporated
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Page 6

governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.

      (c) Our opinions are further subject to the effect of generally applicable
rules of law arising from statutes, judicial and administrative decisions, and
the rules and regulations of governmental authorities that: (i) limit or affect
the enforcement of provisions of a contract that purport to require waiver of
the obligations of good faith, fair dealing, diligence and reasonableness; (ii)
limit the availability of a remedy under certain circumstances where another
remedy has been elected; (iii) limit the enforceability of provisions releasing,
exculpating or exempting a party from, or requiring indemnification of a party
for, liability for its own action or inaction, to the extent the action or
inaction involves negligence, recklessness, willful misconduct or unlawful
conduct; (iv) may, where less than all of the contract may be unenforceable,
limit the enforceability of the balance of the contract to circumstances in
which the unenforceable portion is not an essential part of the agreed exchange
and (v) govern and afford judicial discretion regarding the determination of
damages and entitlement to attorneys' fees.

      (d) We express no opinion as to the enforceability of any rights to
indemnification or contribution provided for in any Indentures, Warrant
Agreements, Purchase Contract Agreements, Unit Agreements, Guarantee Agreements
or other agreements which are violative of public policy underlying any law,
rule or regulation (including any federal or state securities law, rule or
regulation) or the legality of such rights.

      (e) We express no opinion as to the enforceability of any provision in any
Indentures, Warrant Agreements, Purchase Contract Agreements, Unit Agreements,
Guarantee Agreements or other agreements purporting or attempting to (A) confer
exclusive jurisdiction and/or venue upon certain courts or otherwise waive the
defenses of forum non conveniens or improper venue, (B) confer subject matter
jurisdiction on a court not having independent grounds therefor, (C) modify or
waive the requirements for effective service of process for any action that may
be brought, (D) waive the right of the Company or any other person to a trial by
jury, (E) provide that remedies are cumulative or that decisions by a party are
conclusive, or (F) modify or waive the rights to notice, legal defenses,
statutes of limitations or other benefits that cannot be waived under applicable
law.

      (f) 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 Securities 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.

Very truly yours,
/s/ Bryan Cave LLP