Exhibit 5.1
[Letterhead of Mayer, Brown, Rowe & Maw LLP]
November 20, 2003
Everest Reinsurance Holdings, Inc.
477 Martinsville Road
P.O. Box 830
Liberty Corner, New Jersey 07938
Everest Re Group, Ltd.
c/o Everest Reinsurance Holdings, Inc.
477 Martinsville Road
P.O. Box 830
Liberty Corner, New Jersey 07938
Everest Re Capital Trust II
Everest Re Capital Trust III
c/o Everest Reinsurance Holdings, Inc.
477 Martinsville Road
P.O. Box 830
Liberty Corner, New Jersey 07938
Re: Registration Statement on Form S-3
Dear Ladies/Gentlemen:
We have represented Everest Reinsurance Holdings, Inc., a Delaware
corporation ("Everest Holdings"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-3 (File No. 333-106595) (the "Registration Statement")
relating to debt securities of Everest Holdings (the "Holdings Debt Securities")
and to guarantees by Everest Holdings (the "Holdings Guarantees") of trust
preferred securities (the "Preferred Securities") of Everest Re Capital Trust
II, a Delaware statutory trust, and Everest Re Capital Trust III, a Delaware
statutory trust. We have also represented Everest Re Group, Ltd., a Bermuda
company ("Everest Group"), in connection with the preparation and filing with
the Commission pursuant to the Securities Act of the Registration Statement
relating to: (i) debt securities of Everest Group (the "Group Debt Securities");
(ii) guarantees by Everest Group (the "Group Debt Securities Guarantees") of the
Holdings Debt Securities; (iii) guarantees by Everest Group (the "Group
Preferred Securities Guarantees" and,
Everest Reinsurance Holdings, Inc.
Everest Re Group, Ltd.
Everest Re Capital Trust II
Everest Re Capital Trust III
November 20, 2003
Page 2
collectively with the Group Debt Securities Guarantees, the "Group Guarantees")
of the Preferred Securities; (iv) warrants of Everest Group (the "Warrants") to
be issued pursuant to the terms of one or more warrant agreements (the "Warrant
Agreements") to be entered into prior to the issuance of the Warrants; (v) share
purchase contracts of Everest Group (the "Share Purchase Contracts"); and (vi)
share purchase units of Everest Group (the "Share Purchase Units"). Certain
terms of the Warrant Agreements, the Warrants, the Share Purchase Contracts and
the Share Purchase Units will be established by or pursuant to resolutions of
Everest Group's Board of Directors or by certain officers of Everest Group who
have been authorized by the Board of Directors to take such action, as part of
the corporate action taken and to be taken relating to the issuance of those
securities (the "Corporate Proceedings").
In rendering the opinions expressed herein, we have examined and
relied upon such documents, corporate records, certificates of public officials
and certificates as to factual matters executed by officers of Everest Holdings
or Everest Group as we have deemed necessary or appropriate. We have assumed the
authenticity, accuracy and completeness of all documents, records and
certificates submitted to us as originals, the conformity to the originals of
all documents, records and certificates submitted to us as copies and the
authenticity, accuracy and completeness of the originals of all documents,
records and certificates submitted to us as copies. We have assumed the legal
capacity and genuineness of the signatures of persons signing all documents in
connection with which the opinions expressed herein are rendered. We have also
relied on an opinion of the law firm of Conyers Dill & Pearman of even date
herewith as to the due authorization for issuance by Everest Group of the Group
Debt Securities, the Group Guarantees, the Warrant Agreements, the Warrants, the
Share Purchase Contracts and the Share Purchase Units.
Based upon and subject to the foregoing and the qualifications
expressed below, we are of the opinion that:
(i) The Holdings Debt Securities have been duly authorized for
issuance by Everest Holdings and, when 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 legally binding
obligations of Everest Holdings;
(ii) The Holdings Guarantees have been duly authorized for
issuance by Everest Holdings and, when duly executed and
delivered, and when the Preferred Securities are duly
executed, delivered and payment therefor is received, will
constitute valid and legally binding obligations of Everest
Holdings;
(iii) The Group Debt Securities, assuming the due authorization
thereof, when duly executed and delivered and authenticated
in accordance with the indenture under
Everest Reinsurance Holdings, Inc.
Everest Re Group, Ltd.
Everest Re Capital Trust II
Everest Re Capital Trust III
November 20, 2003
Page 3
which they are issued and when payment therefor is received,
will constitute valid and legally binding obligations of
Everest Group;
(iv) The Group Debt Securities Guarantees, assuming the due
authorization thereof, when duly executed and delivered, and
when the Holdings Debt Securities are duly executed, delivered
and authenticated in accordance with the indenture under which
they are issued and when payment therefor is received, will
constitute valid and legally binding obligations of Everest
Group;
(v) The Group Preferred Securities Guarantees, assuming the due
authorization thereof, when duly executed and delivered, and
when the Preferred Securities are duly executed and delivered
and when payment therefor is received, will constitute valid
and legally binding obligations of Everest Group;
(vi) The Warrant Agreements, assuming the due authorization
thereof, the completion of the Corporate Proceedings with
respect thereto, the consistency of the terms thereof with the
description of the Warrants contained in the Registration
Statement and any applicable prospectus supplement and the
due authorization of any common shares or preferred shares of
Everest Group underlying the Warrants, when duly executed and
delivered, will constitute valid and legally binding
obligations of Everest Group, enforceable against Everest
Group in accordance with their terms;
(vii) The Warrants, assuming the due authorization thereof, the
completion of the Corporate Proceedings with respect thereto,
the consistency of the terms thereof with the description of
the Warrants contained in the Registration Statement and any
applicable prospectus supplement and the due authorization of
any common shares or preferred shares of Everest Group
underlying the Warrants, when duly executed, delivered and
countersigned in accordance with the Warrant Agreements and
when payment therefor is received, will be entitled to the
benefits provided by the Warrant Agreements;
(viii) The Share Purchase Contracts, assuming the due authorization
thereof, the completion of the Corporate Proceedings with
respect thereto, the consistency of the terms thereof with the
description of the Share Purchase Contracts contained in the
Registration Statement and any applicable prospectus
supplement and the due authorization of any common shares or
preferred shares of Everest Group underlying the Share
Purchase Contracts, when duly executed and delivered, will
constitute valid and legally binding obligations of Everest
Group, enforceable against Everest Group in accordance with
their terms, and the interests therein,
Everest Reinsurance Holdings, Inc.
Everest Re Group, Ltd.
Everest Re Capital Trust II
Everest Re Capital Trust III
November 20, 2003
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when duly sold and delivered and when payment therefor is
received, will be entitled to the benefits provided by the
Share Purchase Contracts; and
(ix) The Share Purchase Units, assuming the due authorization
thereof and of the related Share Purchase Contracts and
applicable pledge agreements, the completion of the
Corporate Proceedings with respect thereto, the consistency
of the terms thereof with the description of the Share
Purchase Units contained in the Registration Statement and
any applicable prospectus supplement and the due
authorization of any common shares or preferred shares of
Everest Group underlying the Share Purchase Units, when the
related Share Purchase Contracts and applicable pledge
agreements are duly executed and delivered, will constitute
valid and legally binding obligations of Everest Group,
enforceable against Everest Group in accordance with their
terms, and the interests therein, when duly sold and
delivered and when payment therefor is received, will be
entitled to the benefits provided by the Share Purchase
Units.
The opinions expressed herein are subject to the following
qualifications:
(i) Enforceability of any contract or agreement or of any
security or other instrument issued thereunder may be
limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws
affecting the enforceability of creditors' rights generally
and to court decisions with respect thereto and to general
principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law); and
(ii) We are admitted to practice law in the State of Illinois and
the State of New York and we express no opinions as to
matters under or involving any laws other than the laws of
the State of Illinois, the laws of the State of New York,
the federal laws of the United States of America and the
laws of the State of Delaware.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the caption Legal Matters in
the Registration Statement.
Very truly yours,
/s/ MAYER, BROWN, ROWE & MAW LLP