EXHIBIT 5.2
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
October 10, 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.
We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below, including the
following documents:
(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"
RGA Capital Trust III & RGA Capital Trust IV
Reinsurance Group of America, Incorporated
October 10, 2003
Page 2
and collectively, the "Preferred Securities"), in the form filed
by the Company and the Trusts with the Securities and Exchange
Commission on August 25, 2003, as amended by the Pre-Effective
Amendment No. 1 to Form S-3, in the form to be filed by the
Company and the Trusts with the Securities and Exchange Commission
on or about October 10, 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);
(g) An Officer's Certificate of an officer of the Company as to
certain factual matters, a copy of which is attached hereto as
Exhibit A; and
(h) A Certificate of Good Standing for each of the Trusts, dated
October 10, 2003, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreements.
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) 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, (ii) the legal capacity of natural persons who are parties to the
documents examined by us, (iii) 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, (iv) the due authorization,
execution and delivery by all parties thereto of all documents examined by us,
(v) 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 (vi) that the Preferred Securities are authenticated, issued and
sold to the Preferred Security Holders in 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.
RGA Capital Trust III & RGA Capital Trust IV
Reinsurance Group of America, Incorporated
October 10, 2003
Page 3
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
Exhibit A
REINSURANCE GROUP OF AMERICA, INCORPORATED
OFFICER'S CERTIFICATE
The undersigned, an authorized officer of Reinsurance Group of America,
Incorporated"), Depositor, pursuant to the Amended and Restated Trust Agreements
dated as of October 10, 2003 (the "Trust Agreements"), between Reinsurance Group
of America, Incorporated, as Depositor, Bank of New York (Delaware) and the
individual Trustees named therein creating RGA Capital Trust III ("Trust III")
and RGA Capital Trust IV ("Trust IV"), does hereby certify to Richards, Layton &
Finger 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.
/s/ Jack B. Lay
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Name: Jack B. Lay
Title: Executive Vice President and Chief
Financial Officer