EXHIBIT 5.1
[LETTERHEAD OF REINSURANCE GROUP OF AMERICA, INCORPORATED]
August 25, 2003
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039
Ladies and Gentlemen:
I am General Counsel and Secretary of Reinsurance Group of America,
Incorporated, a Missouri corporation (the "Company"), and have acted as counsel
for the Company in connection with the Registration Statement on Form S-3 (Nos.
333- , 333- -01 and 333- -02 (collectively, the "Registration
Statement") filed by the Company and RGA Capital Trust III and RGA Capital Trust
IV, Delaware statutory trusts (the "Trusts" and each a "Trust"), 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 (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");
and (ix) Units (the "Units") of the Company, consisting of one or more of the
Purchase Contracts, Common Stock, Preferred Stock, Debt Securities, debt
obligations of third parties, including U.S. Treasury Securities (the "Third
Party Debt Securities"), securing the holder's obligation to purchase the Common
Stock or the Preferred Stock under the Purchase Contracts, Depositary Shares,
Securities Warrants or Trust Preferred Securities (as defined below). 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 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") filed pursuant to Rule 415 under the Act for an aggregate initial
offering price not to exceed $800,000,000 or the equivalent thereof in one or
more foreign currencies or composite currencies.
The Senior Debt Securities thereof 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 the subordinated
indenture trustee (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"), 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 Purchase Contracts will be issued pursuant to a purchase contract
agreement (the "Purchase Contract Agreement") between the Company and the
purchase contract agent (the "Purchase Contract Agent").
The Depositary Shares will be issued pursuant to a deposit agreement
between the Company and the depositary agent (the "Depositary Agent").
The Guarantees will be issued pursuant to a guarantee agreement (the
"Guarantee Agreement") between the Company and the guarantee trustee (the
"Guarantee Trustee").
The Common Stock Warrants will be issued under a common stock warrant
agreement (the "Common Stock Warrant Agreement") between the Company and the
common stock warrant agent. The Preferred Stock Warrants will be issued under a
preferred stock warrant agreement (the "Preferred Stock Warrant Agreement")
between the Company and the preferred stock warrant agent. The senior debt
security warrants will be issued under a senior debt security warrant agreement
(the "Senior Debt Security Warrant Agreement") among the Company, the senior
debt security warrant agent 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, the subordinated debt security warrant agent 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
the warrant agent. 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 Units will be issued under a unit agreement (the "Unit Agreement")
between the Company and the unit agent (the "Unit Agent").
In connection herewith, I have examined and relied without
investigation as to matters of fact upon the Registration Statement,
certificates, statements and results of inquiries of public officials and
officers and representatives of the Issuer, and such other documents, corporate
records, certificates and instruments as I have deemed necessary or appropriate
to enable me to render the opinions expressed herein. I have assumed the
genuineness of all signatures on all documents examined by me, the legal
competence and
capacity of each person that executed documents, the authenticity of documents
submitted to me as originals, and the conformity to authentic originals of
documents submitted to me as certified or photocopies.
I 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; (5) at the time of 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; (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; (7)
at the time of 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; 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.
I 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;
(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; (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; (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; (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 Guarantees, 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 and delivered by the Company and (9) at the time of the
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
exceptions, qualifications and limitations stated herein and the effectiveness
of the Registration Statement under the Act, I am of the opinion that:
1. With respect to the Common Stock, assuming the (a) taking by the
Board of Directors of the Company, a duly constituted and acting committee of
such board or duly authorized officers of the Company (such Board of Directors,
committee or authorized officers being referred to herein as the "Board"), of
all necessary corporate action to authorize and approve the issuance of the
Common Stock and (b) due issuance and delivery of the Common Stock, upon payment
therefor in accordance with the applicable definitive purchase, underwriting or
similar agreement approved by the Board, or upon the exercise of a securities
warrant for conversion of a convertible Debt Security, the Common Stock will be
validly issued, fully paid and nonassessable.
2. With respect to the Preferred Stock, assuming the (a) taking by the
Board of all necessary corporate action to authorize and approve the issuance of
the Preferred Stock, (b) due filing of the Articles of Amendment to the Articles
of Incorporation of the Company and (c) due issuance and delivery of the
Preferred Stock, upon payment therefor in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the Board,
the Preferred Stock will be validly issued, fully paid and nonassessable.
3. 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 related Preferred Stock, (b) due filing of the 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 the Deposit Agreement, (d) due issuance and delivery of the
related Preferred Stock, upon payment of the consideration therefor provided for
in the applicable definitive purchase, underwriting or similar agreement
approved by the Board, and (e) Receipts evidencing the Depositary Shares are
duly issued 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.
4. 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 enforceable against the Company in accordance with
their terms.
5. 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, (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 legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
6. 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
by the Board 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 legally binding obligations of the Company, enforceable
against the Company in accordance with their terms.
7. 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 by the Board 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 legally binding obligations of the
Company, enforceable against the Company in accordance with their terms.
8. With respect to the Units, assuming the (a) taking of all necessary
corporate action by the Board to authorize and approve the issuance, execution
and terms of any Units and the related Unit Agreements, any Purchase Contracts,
any Debt Securities or any Trust Preferred Securities, in each case, which are a
component of the Units, the terms of the offering thereof and related matters,
(b) taking of all necessary corporate action to authorize and approve the
issuance and terms of the Third Party Debt Securities which are a component of
the Units and related matters by the board of directors of each third party, a
duly constituted and acting committee of such board or duly authorized officers
of each third party and (c) due execution, authentication, in the case of Debt
Securities and Third Party Debt Securities, issuance and delivery of (1) the
Units, (2) such Purchase Contracts (3) such Debt Securities, (4) such Trust
Preferred Securities and (5) such Third Party Debt Securities, in each case upon
the payment of the consideration therefor provided for (i) in the applicable
definitive purchase, underwriting or similar agreement approved by the Board and
in accordance with the provisions of the applicable Purchase Contract Agreement,
in the case of such Purchase Contracts, (ii) the applicable Indenture, in the
case of such Debt Securities, (iii) the applicable Certificate of Trust and
Trust Agreement, in the case of such Trust Preferred Securities and (iv) the
applicable indenture, in the case of such Third Party Debt Securities, such
Units will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms.
In addition to the limitations set forth above, the opinions set forth
herein are further limited by, subject to and based upon the following:
(a) My opinions set forth in paragraphs 3 through 8 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 and 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 Securities
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.
(b) My opinions expressed above are limited to the laws of the State of
Missouri and the federal laws of the United States of America. The opinions
expressed herein are based upon the law in effect (and published or otherwise
generally available) on the date hereof, and I assume no obligation to revise or
supplement these opinions should such law be changed by legislative action,
judicial decision or otherwise. In rendering my opinions, I have not considered,
and hereby disclaim any opinion as to, the application or impact of any laws,
decisions, rules or regulations of any other jurisdiction, court or
administrative agency.
(c) You have informed me 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.
I understand that prior to issuing any Securities you will afford me 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 I may reasonably
consider necessary or appropriate by reason of the terms of such Securities.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus. I 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, I do not
thereby concede that I am 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/ James E. Sherman
James E. Sherman
General Counsel and Secretary