MAPLES and CALDER
CAYMAN EUROPE ASIA
Scottish Re Group Limited
PO Box HM 2939,
Crown House, Third Floor,
4 Par-la-Ville Road,
Hamilton HM08,
Bermuda
17 December, 2003
Dear Sirs
RE: SCOTTISH RE GROUP LIMITED (THE "COMPANY") - SUPPLEMENTAL LISTING APPLICATION
We have acted as counsel as to Cayman Islands law to the Company in connection
with the Company's application for listing on the New York Stock Exchange, Inc.
of 5,000,000 Hybrid Capital Units and an additional 750,000 Hybrid Capital Units
relating to the underwriters' over-allotment option (collectively, the "EQUITY
UNITS"). Each Equity Unit consists of a forward purchase contract of the Company
(a "PURCHASE CONTRACT"), under which the Equity Unit holder is obligated to
purchase ordinary shares of the Company ("ORDINARY SHARES"), and convertible
preferred shares issued by the Company (the "PREFERRED SHARES").
1 DOCUMENTS REVIEWED
We have reviewed such documents as we deem necessary to give this opinion,
including originals, copies, drafts or conformed copies of the following
documents:
1.1 the Certificate of Incorporation on Change of Name of the Company dated 29
August, 2003 and the Memorandum and Articles of Association of the Company
as adopted on 12 November 1998 as amended by special resolutions passed on
14 December 2001 and 2 May 2002;
1.2 the minutes of the meeting of the Board of Directors of the Company held on
26 November, 2003 and on 11 December, 2003, and the minutes of the meeting
of the Finance and Investment Committee dated 11 December, 2003, and the
corporate records of the Company maintained at its registered office in the
Cayman Islands;
PO Box 309GT, Ugland House, South Church Street, George Town,
Grand Cayman, Cayman Islands
Telephone: (345) 949 8066 Facsimile: (345) 949 8080
Email: info@maplesandcalder.com
www.maplesandcalder.com
MAPLES and CALDER
CAYMAN EUROPE ASIA
1.3 the Company's registration statement on Form F-3 (No. 333-104545), as filed
with the Securities and Exchange Commission (the "SEC"), and amendments
thereto (the "REGISTRATION STATEMENT");
1.4 the prospectus dated 24 April, 2003 of the Company and the prospectus
supplement dated 11 December, 2003 of the Company for the registrations
under the Securities Act 1933, as amended, of the Equity Units (together,
the "PROSPECTUS");
1.5 a Certificate of Good Standing issued by the Registrar of Companies (the
"CERTIFICATE OF GOOD STANDING"); and
1.6 a certificate from a Director of the Company a copy of which is annexed
hereto (the "DIRECTOR'S CERTIFICATE").
2 ASSUMPTIONS
The following opinion is given only as to, and based on, circumstances and
matters of fact existing and known to us on the date of this opinion. This
opinion only relates to the laws of the Cayman Islands which are in force on the
date of this opinion. In giving this opinion we have relied (without further
verification) upon the completeness and accuracy of the Director's Certificate
and the Certificate of Good Standing. We have also relied upon the following
assumptions, which we have not independently verified:
2.1 the Registration Statement filed by the Company to effect the registration
of the Equity Units under the Securities Act of 1933, as amended, has been
declared effective by the Securities and Exchange Commission;
2.2 copy documents, conformed copies or drafts of documents provided to us are
true and complete copies of, or in the final forms of, the originals;
2.3 all signatures, initials and seals are genuine;
2.4 the power, authority and legal right of all parties under all relevant laws
and regulations (other than the laws of the Cayman Islands) to enter into,
execute, deliver and perform their respective obligations under the
documents mentioned in the Registration Statement;
2.5 no exceptional circumstances exist which give rise to the lifting of the
corporate veil;
2.6 no invitation to subscribe for the Ordinary Shares or the Preferred Shares
has been made to the public of the Cayman Islands;
2.7 there is nothing under any law (other than the law of the Cayman Islands)
which would or might affect the opinions hereinafter appearing.
Specifically, we have made no independent investigation of the laws of New
York or the federal laws of the United States of America.
MAPLES and CALDER
CAYMAN EUROPE ASIA
3 OPINIONS
Based upon, and subject to, the foregoing assumptions and the qualifications set
out below, and having regard to such legal considerations as we deem relevant,
we are of the opinion that:
3.1 The Company has been duly incorporated as an exempted company with limited
liability and is validly existing and in good standing under the laws of
the Cayman Islands.
3.2 The issue of the Ordinary Shares under the Purchase Contracts and the
Preferred Shares is duly authorized and, when the Ordinary Shares and
Preferred Shares are issued and delivered in accordance with the Memorandum
and Articles of Association of the Company, the Underwriting Agreement and,
in the case of the Ordinary Shares, the Purchase Contract against payment
of the consideration therefor as provided therein and having a value not
less than par value in respect of the Ordinary Shares and the Preferred
Shares (as the case may be), the Ordinary Shares and the Preferred Shares
will be duly authorized and validly issued, fully paid and non-assessable.
3.3 Under the laws of the Cayman Islands, the liability of a holder of an
Ordinary Share and/or a Preferred Share will be limited to the amount, if
any, unpaid on any such Ordinary Share or Preferred Share and a holder of
an Ordinary Share and/or a Preferred Share will have no personal liability
for the debts or obligations of the Company solely by reason of holding
such shares.
We express no view as to the commercial terms of the documents mentioned in the
Registration Statement or whether such terms represent the intentions of the
parties and make no comment with regard to the representations which may be made
by the Company.
This opinion is given as of 17 December, 2003 and may not be relied upon as of
any later date. This opinion may be relied upon by the addressees only. It may
not be relied upon by any other person except with our prior written consent.
Yours faithfully,
/s/ Maples and Calder
MAPLES and CALDER