EXHIBIT 5.1
December 8, 2005
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039
Re: Public offering of 6.75% Junior Subordinated Debentures due 2065
Ladies and Gentlemen:
We have acted as special counsel to Reinsurance Group of America, Incorporated,
a Missouri corporation (the "Company"), in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of the public offering
of an aggregate principal amount of $400,000,000 of the Company's junior
subordinated debentures due 2065 (the "Securities"). The Securities are being
issued pursuant to a Junior Subordinated Indenture dated as of December 18, 2001
(the "Original Indenture"), as supplemented by the Second Supplemental Junior
Subordinated Indenture, dated as of December 8, 2005 (the "Supplemental
Indenture" and, together with the Original Indenture, as so supplemented, the
"Indenture," and collectively with the Securities, the "Transaction Documents"),
in each case between the Company and The Bank of New York, as trustee (the
"Trustee"). All capitalized terms which are defined in the Underwriting
Agreement (as defined below) shall have the same meanings when used herein,
unless otherwise specified.
In connection herewith, we have examined:
(1) the Registration Statements on Form S-3 (Nos. 333-123161,
333-123161-01 and 333-123161-02), which also constitutes
Post-Effective Amendment No. 6 to the Registration Statement on Form
S-3 (Nos. 333-108200, 333-108200-01 and 333-108200-02) and
Post-Effective Amendment No. 2 to the Registration Statement on Form
S-3 (Nos. 333-117261, 333-117261-01 and 333-117261-02)
(collectively, the "Registration Statement") covering, among other
securities, the Securities, which Registration Statement became
effective under the Act on March 22, 2005;
(2) the prospectus supplement dated December 5, 2005 and accompanying
prospectus included in the Registration Statement, which were filed
with the Securities and Exchange Commission (the "Commission") on
the date hereof, pursuant to Rule 424(b) under the Act
(collectively, the "Prospectus");
(3) the Underwriting Agreement, dated December 5, 2005 (the
"Underwriting Agreement"), between the Company and Morgan Stanley &
Co. Incorporated, as Representative of the several underwriters
named on Schedule 1 therein (the "Underwriters");
(4) the Indenture; and
(5) the form of 6.75% Junior Subordinated Debenture due 2065 attached as
exhibit A to the Indenture.
Reinsurance Group of America, Incorporated
December 8, 2005
Page 2
We have also examined originals or copies, certified or otherwise identified to
our satisfaction, of the Restated Articles of Incorporation of the Company, as
filed with the Office of the Secretary of State of the State of Missouri on June
10, 2004 and the Bylaws of the Company and such other corporate records,
agreements and instruments of the Company, certificates of public officials and
officers of the Company, and such other documents, records and instruments, and
we have made such legal and factual inquiries, as we have deemed necessary or
appropriate as a basis for us to render the opinions hereinafter expressed. In
our examination of the foregoing, we have assumed the genuineness of all
signatures, the legal competence and capacity of natural persons, the
authenticity of documents submitted to us as originals and the conformity with
authentic original documents of all documents submitted to us as copies. When
relevant facts were not independently established, we have relied without
independent investigation as to matters of fact upon statements of governmental
officials and upon representations made in or pursuant to the Underwriting
Agreement, the Indenture and certificates and statements of appropriate
representatives of the Company.
In connection herewith, we have assumed that, other than with respect to the
Company, all of the documents referred to in this opinion letter have been duly
authorized by, have been duly executed and delivered by, and constitute the
valid, binding and enforceable obligations of, all of the parties to such
documents, all of the signatories to such documents have been duly authorized
and all such parties are duly organized and validly existing and have the power
and authority (corporate or other) to execute, deliver and perform such
documents.
Based upon the foregoing and in reliance thereon, and subject to the
assumptions, comments, qualifications, limitations and exceptions set forth
herein, we are of the opinion that the Securities have been duly authorized, and
(x) when duly executed, authenticated, issued and delivered to the Underwriters,
in exchange for payment therefor in accordance with the terms of the
Underwriting Agreement, and (y) assuming due authorization of any offer or sale
of Common Stock pursuant to the Alternative Coupon Satisfaction Mechanism, will
be validly issued and constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms, and entitled to
the benefits provided by the Indenture.
In addition to the assumptions, comments, qualifications, limitations and
exceptions set forth above, the opinions set forth herein are further limited
by, subject to and based upon the following assumptions, comments,
qualifications, limitations and exceptions:
(a) Our opinions herein reflect only the application of applicable laws of
the State of New York and the Federal laws of the United States of America. The
opinions set forth herein are made as of the date hereof and are subject to, and
may be limited by, future changes in factual matters, and we undertake no duty
to advise you of the same. The opinions expressed herein are based upon the law
in effect (and published or otherwise generally available) on the date hereof,
and we assume no obligation to revise or supplement these opinions should such
law be changed by legislative action, judicial decision or otherwise. In
rendering our opinions, we have not considered, and hereby disclaim any opinion
as to, the application or impact of any laws, cases, decisions, rules or
regulations of any other jurisdiction, court or administrative agency.
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Reinsurance Group of America, Incorporated
December 8, 2005
Page 3
(b) Our opinions herein may be limited by (i) applicable bankruptcy,
insolvency, reorganization, receivership, moratorium or similar laws affecting
or relating to the rights and remedies of creditors generally including, without
limitation, laws relating to fraudulent transfers or conveyances, preferences
and equitable subordination, (ii) general principles of equity (regardless of
whether considered in a proceeding in equity or at law), (iii) an implied
covenant of good faith and fair dealing.
(c) Our opinions herein are further subject to the effect of generally
applicable rules of law arising from statutes, judicial and administrative
decisions, and the rules and regulations of governmental authorities that: (i)
limit or affect the enforcement of provisions of a contract that purport to
require waiver of the obligations of good faith, fair dealing, diligence and
reasonableness; (ii) limit the availability of a remedy under certain
circumstances where another remedy has been elected; (iii) limit the
enforceability of provisions releasing, exculpating, or exempting a party from,
or requiring indemnification of a party for, liability for its own action or
inaction, to the extent the action or inaction involves negligence,
recklessness, willful misconduct or unlawful conduct; (iv) may, where less than
all of the contract may be unenforceable, limit the enforceability of the
balance of the contract to circumstances in which the unenforceable portion is
not an essential part of the agreed exchange; and (v) govern and afford judicial
discretion regarding the determination of damages and entitlement to attorneys'
fees.
(d) We express no opinion as to:
(i) the enforceability of any provision in any of the Indenture or
the Securities purporting or attempting to (A) confer exclusive jurisdiction
and/or venue upon certain courts or otherwise waive the defenses of forum non
conveniens or improper venue, (B) confer subject matter jurisdiction on a court
not having independent grounds therefor, (C) modify or waive the requirements
for effective service of process for any action that may be brought, (D) waive
the right of the Company or any other person to a trial by jury, (E) provide
that remedies are cumulative or that decisions by a party are conclusive, or (F)
modify or waive the rights to notice, legal defenses, statutes of limitations or
other benefits that cannot be waived under applicable law; or
(ii) the enforceability of any rights to indemnification or
contribution provided for in the Transaction Documents which are violative of
public policy underlying any law, rule or regulation (including any Federal or
state securities law, rule or regulation) or the legality of such rights.
We hereby consent to the filing of this opinion as an exhibit to the Company's
Current Report on Form 8-K and to the use of our name under the caption "Legal
Matters" in the Prospectus. In giving such consent, we do not thereby concede
that we are 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/ Bryan Cave LLP
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