Exhibit 5.2

                      [Willkie Farr & Gallagher Letterhead]


December 18, 2002


Converium Holding AG
Converium AG
Converium Finance S.A.
   c/o Converium AG.
General Guisan-Quai 26
8022 Zurich
Switzerland

Ladies and Gentlemen:

            We have acted as United States counsel to Converium Finance S.A., a
societe anonyme incorporated in Luxembourg (the "Company"), Converium Holding
AG, a limited liability company incorporated in Switzerland ("Converium
Holding") and Converium AG, a limited liability company incorporated in
Switzerland ("Converium" and together with the Company and Converium Holding,
the "Registrants") in connection with the Registrants' registration statement on
Form F-1 (Registration Number 333-101169) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, on November 12, 2002,
as thereafter amended to the date hereof (the "Registration Statement"),
relating to the registration of Guaranteed Subordinated Notes due 2032 (the
"Notes"), to be issued pursuant to an Indenture (the "Indenture"), in the form
filed as Exhibit 4.3 to the Registration Statement, to be executed by the
Company, Converium, Converium Holding and JPMorgan Chase Bank, as trustee (the
"Trustee").

            In so acting, we have examined and are familiar with originals or
copies of such documents and other records of the Registrants and certificates
of public officials and officers of the Registrants as we have deemed necessary
or appropriate to provide a basis for the opinions set forth below, including
without limitation the Registration Statement, the Indenture, the form of Note
and the form of subordinated guarantee constituting the joint and several
obligations of each of Converium Holding and Converium endorsed on the Notes
(collectively, the "Subordinated Guarantee").

            In our examination we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity with authentic original
documents of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals of such copies. As to facts material to
this opinion that we did not independently establish or verify, we have relied
upon statements and representations of officers and other representatives of the
Registrants.

Converium Holding AG
Converium AG
Converium Finance S.A.
Page 2


            Based on the foregoing, and subject to the qualifications,
assumptions and limitations set forth herein, it is our opinion that when the
Indenture and the Subordinated Guarantee have been duly executed by the parties
thereto and delivered by the Company and the Trustee and the Notes have been
duly executed, authenticated, issued, delivered and paid for as contemplated in
the Registration Statement and the prospectus contained therein in accordance
with the Indenture, the Notes and the Subordinated Guarantee will constitute
valid and legally binding obligations of the Registrants enforceable in
accordance with their terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and general equity principles
(regardless of whether enforcement is considered in a proceeding in equity or
law); provided, however, that we express no opinion with respect to the
subordination provisions of the Subordinated Guarantee, which are governed by
Swiss law.

            With respect to the opinions rendered herein, we have assumed
without any independent investigation that:

            (i) each party to the Indenture, the Notes and the Subordinated
Guarantee (the "Documents") (a) is duly organized, validly existing, and, to the
extent such concept is recognized, in good standing under the laws of the
jurisdiction of its organization, is duly qualified as a foreign corporation
and, to the extent such concept is recognized, in good standing in each
jurisdiction where the ownership, leasing or operation of its property or the
conduct of its business requires such qualification, (b) has the requisite
corporate power and authority to own its property and assets and to transact the
business in which it is engaged and to execute, deliver and perform its
obligations under the Indenture and Notes, and (c) to the extent that the
payment of any tax, fee or other similar obligation is a condition to the
ability of such party to enter into an enforceable contract, all such taxes,
fees and other obligations have been timely paid;

            (ii) each party to the Documents has (a) taken all corporate and, if
necessary, shareholder action, to authorize the execution, delivery and
performance of the Documents and (b) duly executed and delivered the Documents;

            (iii) the execution, delivery and performance of the respective
obligations of each party to the Documents under the Documents do not violate or
conflict with or constitute a default or breach under (a) any of the terms,
conditions or provisions of the organizational documents of such party or the
organizational documents of any other party thereto, (b) any law, rule or
regulation of the jurisdiction of organization of any party to the Documents or
of any other jurisdiction (other than the United States Federal and New York
state laws) in which such party conducts business or owns property or other
assets or any order, writ, injunction or decree of any court or other
governmental or public body or authority applicable to such party or (c) any
indenture, mortgage, deed of trust, credit agreement, loan agreement or any
other agreement, contract or instrument to which such party is a party or by
which any property or assets of such party is bound or to which any of them may
be subject; and

Converium Holding AG
Converium AG
Converium Finance S.A.
Page 3


            (iv) The Trustee has properly authenticated the Notes in accordance
with the Indenture.

            The statements expressed herein are limited to the federal laws of
the United States of America and the laws of the State of New York, and we
express no opinion with respect to the laws of any other country, state or
jurisdiction.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus which is part of the Registration Statement.

            This letter is not to be used, circulated, quoted, reproduced, in
whole or in part, or otherwise referred to for any other purpose, nor is it to
be filed with or furnished to any governmental agency, except as provided in the
immediately preceding paragraph, or other person without prior written consent,
except as required by law or in compliance with a court order.

Very truly yours,

/s/ Willkie Farr & Gallagher