EXHIBIT 5.2
[Letterhead of Mayer, Brown & Platt]
December 22, 1999
Everest Reinsurance Holdings, Inc.
477 Martinsville Road
P.O. Box 830
Liberty Corner, New Jersey 07938
Everest Re Capital Trust
c/o Everest Reinsurance Holdings, Inc.
477 Martinsville Road
P.O. Box 830
Liberty Corner, New Jersey 07938
Re: Everest Reinsurance Holdings, Inc.
Everest Re Capital Trust
Registration Statement on Form S-3
Dear Ladies/Gentlemen:
We have represented Everest Reinsurance Holdings, Inc., a Delaware
corporation ("Everest Holdings"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-3 (File No. 333-87363) (the "Registration Statement")
relating to senior notes (the "Senior Notes") and junior subordinated notes (the
"Junior Subordinated Notes") of Everest Holdings. We have also represented
Everest Re Capital Trust, a Delaware business trust (the "Trust"), in connection
with the preparation and filing with the Commission under the Securities Act of
the Registration Statement relating to preferred securities (the "Preferred
Securities") of the Trust, which are guaranteed (the "Guaranty") by Everest
Holdings. The Senior Notes are to be issued under a senior indenture (the
"Senior Indenture") between Everest Holdings and The Chase Manhattan Bank, as
trustee, and the Junior Subordinated Notes are to be issued under a subordinated
indenture (the "Subordinated Indenture") between Everest Holdings and The Chase
Manhattan Bank, as trustee, in each case to be entered into prior to the
issuance of the Senior Notes and the Junior Subordinated Notes. Certain terms
of the Senior Notes and the Junior Subordinated Notes will be established by
supplemental indentures or resolutions of the board of directors of Everest
Holdings.
Everest Reinsurance Holdings, Inc.
Everest Re Capital Trust
December 22, 1999
Page 2
In rendering the opinions expressed herein, we have examined and relied
upon such documents, corporate records, certificates of public officials and
certificates as to factual matters executed by officers of Everest Holdings as
we have deemed necessary or appropriate. We have assumed the authenticity,
accuracy and completeness of all documents, records and certificates submitted
to us as originals, the conformity to the originals of all documents, records
and certificates submitted to us as copies and the authenticity, accuracy and
completeness of the originals of all documents, records and certificates
submitted to us as copies. We have also assumed the legal capacity and
genuineness of the signatures of persons signing all documents in connection
with which the opinions expressed herein are rendered.
Based upon and subject to the foregoing, we are of the opinion that:
(i) The Senior Notes have been duly authorized for issuance by Everest
Holdings and, when duly executed and delivered and authenticated in
accordance with the Senior Indenture and when payment therefor is
received, will constitute valid and legally binding obligations of
Everest Holdings entitled to the benefits provided by the Senior
Indenture, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the
enforceability of creditors' rights generally and to court decisions
with respect thereto and to general principles of equity (regardless
of whether such enforceability is considered in a proceeding in
equity or at law);
(ii) The Junior Subordinated Notes have been duly authorized for issuance
by Everest Holdings and, when duly executed and delivered and
authenticated in accordance with the Subordinated Indenture and when
payment therefor is received, will constitute valid and legally
binding obligations of Everest Holdings entitled to the benefits
provided by the Junior Subordinated Indenture, subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting then enforceability of creditors' rights generally and to
court decisions with respect thereto and to general principles of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law); and
(iii) The Guaranty has been duly authorized for issuance by Everest
Holdings and, when duly executed and delivered, and when the
Preferred Securities are duly executed, delivered and payment
therefor is received, will constitute valid and legally binding
obligations of Everest Holdings, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforceability of creditors' rights generally and to court decisions
with respect
Everest Reinsurance Holdings, Inc.
Everest Re Capital Trust
December 22, 1999
Page 3
thereto and to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at
law).
We are admitted to practice law in the States of Illinois and New York and
we express no opinions as to matters under or involving any laws other than the
laws of the States of Illinois and New York, the federal laws of the United
States of America and the Delaware General Corporation Law, including the
applicable provisions of the Delaware Constitution and reported judicial
decisions interpreting these laws.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption "Validity of the
Securities" in the Registration Statement.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT