EXHIBIT 5.2
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
August 21, 2003
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039
Re: RGA Capital Trust III and RGA Capital Trust IV
Ladies and Gentlemen:
We have acted as special Delaware counsel for RGA Capital
Trust III ("Trust III") and RGA Capital Trust IV ("Trust IV"), each a Delaware
statutory trust, in connection with the matters set forth herein. Trust III and
Trust IV are hereinafter collectively referred to as the "Trusts" and sometimes
hereinafter individually referred to as a "Trust". 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 Trust III (the "Trust III
Certificate of Trust"), as filed in the office of the
Secretary of State of the State of Delaware (the
"Secretary of State") on August 4, 2003;
(b) The Certificate of Trust of Trust IV (the "Trust IV
Certificate of Trust," together with the Trust III
Certificate of Trust, the "Certificates of Trust"),
as filed in the office of the Secretary of State on
August 4, 2003;
(c) The Trust Agreement of Trust III, dated as of August
4, 2003, among Reinsurance Group of America,
Incorporated, a Missouri corporation (the "Company"),
and the trustees of Trust III named therein;
(d) The Trust Agreement of Trust IV, dated as of August
4, 2003, among the Company and the trustees of Trust
IV named therein;
(e) The Registration Statement on Form S-3 (the
"Registration Statement"), including a preliminary
prospectus (the "Prospectus"), relating to, among
other things, the Preferred Securities of the Trusts
representing preferred beneficial interests in the
assets of the Trusts (each, a "Preferred Security"
and collectively, the "Preferred Securities"), in the
form to be filed by the
RGA Capital Trust III & RGA Capital Trust IV
c/o Reinsurance Group of America, Incorporated
August 21, 2003
Page 2
Company and the Trusts with the Securities and
Exchange Commission on or about August 21, 2003;
(f) A form of Amended and Restated Trust Agreement for
each of the Trusts, to be entered into among the
Company and the trustees of the Trust named therein
(collectively, the "Trust Agreements" and
individually, a "Trust Agreement"), incorporated by
reference in the Registration Statement (including
Exhibit D thereto); and
(g) A Certificate of Good Standing for each of the
Trusts, dated August 21, 2003, 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 (g) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (g) 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 each of
the Trust Agreements will constitute 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 applicable Trust, and that the
Trust Agreements and the Certificates of Trust will be in full force and effect
and will not be amended, (ii) except to the extent provided in paragraph 1
below, the due organization or due formation, as the case may be, and valid
existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its organization or formation, (iii) the
legal capacity of natural persons who are parties 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) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trusts (collectively, the "Preferred
Security Holders") of a Preferred Security Certificate for such Preferred
Security and the payment for such Preferred Security, in accordance with the
Trust Agreements and the Registration Statement, and (vii) that the Preferred
Securities are authenticated, issued and sold to the Preferred Security Holders
in
RGA Capital Trust III & RGA Capital Trust IV
c/o Reinsurance Group of America, Incorporated
August 21, 2003
Page 3
accordance with the Trust Agreements and the Registration Statement. We have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.
This opinion is limited to the Delaware Statutory 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. Each of the Trusts has been duly created and is validly
existing in good standing as a statutory trust under the Statutory Trust Act.
2. The Preferred Securities of each Trust will be, when
issued, validly issued, fully paid and nonassessable beneficial interests in the
assets of the applicable Trust, subject to the qualifications set forth in
paragraph 3 below.
3. The Preferred Security Holders, as beneficial owners of the
applicable 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
Agreements.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, 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.
GCK/gmh