Exhibit 5.2
27 June, 2003
Everest Re Group, Ltd. Direct Line: 441 299 4943
477 Martinsville Road E-MAIL: ajdickson@cdp.bm
P.O. Box 830 OUR REF: AJD/74587
Liberty Corner, New Jersey
07938-0830
USA
Dear Sirs
Everest Re Group, Ltd. (the "Company")
We have acted as special legal counsel in Bermuda to the Company in connection
with the filing by the Company with the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act")
of a registration statement on Form S-3 on 27 June, 2003 (the "Registration
Statement") in relation to the shelf registration of the Company's common shares
("Common Shares"), preferred shares ("Preferred Shares"), debt securities ("Debt
Securities"), warrants to purchase Common Shares or Preferred Shares or Debt
Securities ("Warrants"), share purchase contracts ("Contracts"), share purchase
units ("Units") of the Company (collectively the Common Shares, Preferred
Shares, Debt Securities, Warrants, Contracts and Units the "Securities"),
guaranty of Everest Reinsurance Holdings, Inc. ("Holdings") debt securities
("Holdings Guarantee"), and guaranty of Holdings' guaranty of Everest Re Capital
Trust's preferred securities (such guarantees, together with the Holdings
Guarantee, the "Guarantees").
For the purposes of giving this opinion, we have examined an electronic copy of
the original Registration Statement (excluding the Exhibits and the documents
incorporated by reference therein).
We have also reviewed and have relied upon the memorandum of association and the
bye-laws of the Company, resolutions adopted by the Company's board of directors
(referred to herein as the "Minutes") on 22 May 2003, correspondence on behalf
of the Company with the Bermuda Monetary Authority (the "BMA") whereby the BMA
has granted certain permissions, inter alia, for the issue (and subsequent
transfer) of the Securities and of the Guarantees (subject to conditions
expressed in such correspondence), and such other
Everest Re Group, Ltd.
27 June, 2003
Page 2
documents and made such enquiries as to questions of Bermuda law as we have
deemed necessary in order to render the opinions set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the
conformity to the originals of all copies (whether or not certified) examined by
us and the authenticity and completeness of the originals from which such copies
were taken, (b) the accuracy and completeness of all factual representations
made in the Registration Statement and other documents reviewed by us, (c) that
the Company will issue the Securities and the Guarantees in furtherance of its
objects as set out in its memorandum of association, (d) that there is no
provision of the law of any jurisdiction, other than Bermuda, which would have
any implication in relation to the opinions expressed herein, (e) that the
resolutions set out in the Minutes remain in full force and effect and have not
been rescinded or amended, (f) the approval of the issue by the Company of any
Securities or Guarantees will be made at a duly convened and quorate meeting of
the Pricing Committee of the Board of Directors of the Company, which was
established by the Company's Board of Directors pursuant to the Minutes, (g) the
Company will receive money or money's worth for each of the Securities when
issued of not less than the par value thereof, (h) the Company will have
sufficient authorised capital to effect the issue of each of the Common Shares
and Preferred Shares when issued, either as a principal issue, or on the
exercise of a Warrant, a Contract or a Unit, (i) the Company will comply, to the
extent applicable, with the requirements of Part III of the Companies Act 1981,
as amended, entitled "Prospectuses and Public Offers", and (j) at the time of
issue of any Securities, or any Guarantees, the BMA will not have revoked or
amended its consent to the issue of the Securities or of the Guarantees.
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe the Common Shares and the Preferred Shares as being "non-assessable"
herein we mean, subject to any contrary provision in any agreement between the
Company and any one of its members holding any such shares (but only with
respect to such member), that no further sums are payable with respect to the
issue of such shares and no member shall be bound by an alteration in the
Memorandum of Association or the Bye-laws of the Company after the date upon
which it became a member if and so far as the alteration requires such member to
take or subscribe for additional Common Shares or Preferred Shares or in any way
increases its liability to contribute to the share capital of, or otherwise pay
money to, the Company.
Upon the issuance of any of the Securities described in opinion paragraphs 3-6
below, or of any Guarantees, the Company's obligations thereunder and under any
indenture relating thereto (a) will be subject to the laws from time to time in
effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights
of set off, reorganization, amalgamation, moratorium or any other laws or legal
procedures, whether of a similar nature or otherwise, generally affecting the
rights of creditors, (b) will be subject to statutory limitation of the time
within which proceedings may be brought, (c) will be subject to general
principles of equity and, as such, specific performance and injunctive relief,
being equitable remedies, may not be available, (d) may not be given effect to
by a Bermuda court if and to the extent they constitute the payment of an amount
which is in the nature of a penalty and not in the
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27 June, 2003
Page 3
nature of liquidated damages. Notwithstanding any contractual submission to the
jurisdiction of specific courts, a Bermuda court has inherent discretion to stay
or allow proceedings in the Bermuda courts.
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is to be governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda. This opinion is issued
solely for your benefit and is not to be relied upon by any other person, firm
or entity or in respect of any matter other than the issue of the Securities and
the Guarantees, as described in the Registration Statement.
On the basis of and subject to the foregoing, we are of the opinion that:
1. The Company is duly incorporated and existing under the laws of Bermuda
in good standing (meaning solely that it has not failed to make any
filing with any Bermuda governmental authority or to pay any Bermuda
government fee or tax which would make it liable to be struck off the
Register of Companies and thereby cease to exist under the laws of
Bermuda).
2. The Common Shares and the Preferred Shares have been duly authorized
for issuance by the Company as contemplated by the Registration
Statement and upon the issuance and delivery of Common Shares or
Preferred Shares by the Company for payment in accordance with the
terms of issuance of such Common Shares or Preferred Shares in an
amount at least equal to the par value (if any) of such shares, such
shares will be validly issued and will be fully paid and
non-assessable.
3. The Debt Securities have been duly authorized for issuance by the
Company and, when such securities are duly executed and delivered and
authenticated in accordance with the indenture under which they are
issued and when payment therefor is received, will constitute valid and
binding obligations of the Company in accordance with the terms
thereof.
4. The Warrants have been duly authorized for issuance by the Company and,
when duly executed and delivered as described in the Registration
Statement and when payment therefor is received, will constitute valid
and binding obligations of the Company in accordance with the terms
thereof.
5. The Contracts have been duly authorized for issuance by the Company
and, when duly executed and delivered as described in the Registration
Statement and when payment therefor is received, will constitute valid
and binding obligations of the Company in accordance with the terms
thereof.
6. The Units have been duly authorized for issuance by the Company and,
when duly executed and delivered as described in the Registration
Statement and when payment
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27 June, 2003
Page 4
therefor is received, will constitute valid and binding obligations of
the Company in accordance with the terms thereof.
7. The Guarantees have been duly authorized for issuance by the Company
and, when duly executed and delivered as described in the Registration
Statement and when payment therefor is received, will constitute valid
and binding obligations of the Company in accordance with the terms
thereof.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to our Firm under the headings entitled
"Description of Capital Stock", "Legal Matters" and "Enforcement of Civil
Liabilities" in the Registration Statement. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under the Securities Act.
Yours faithfully
CONYERS DILL & PEARMAN