EXHIBIT 5.2
July 9, 2004
RenaissanceRe Holdings Ltd.
Renaissance House
8-12 East Broadway
Pembroke HM 19, Bermuda
RenaissanceRe Capital Trust II
Deutsche Bank Trust Company Delaware
1011 Centre Rd., Suite 200
Wilmington, DE 19805-1266
Re: RenaissanceRe Holdings Ltd.
RenaissanceRe Capital Trust II
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
We have acted as counsel for RenaissanceRe Holdings Ltd., a Bermuda
company (the "Company"), and RenaissanceRe Capital Trust II, a Delaware
statutory business trust (the "Capital Trust"), in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-3 (the "Registration Statement") registering up to $250,000,000 of
securities of the Company and the Capital Trust, consisting of: the Company's
senior and subordinated debt securities (collectively, the "Debt Securities");
the Company's Common Shares, par value $1.00 per share (the "Common Shares");
the Company's Preference Shares, par value $1.00 per share (the "Preference
Shares"); depositary shares representing fractional interests in the Common
Shares and Preference Shares (the "Depositary Shares"); warrants to purchase
Common Shares (the "Common Share Warrants"), warrants to purchase Preference
Shares (the "Preference Share Warrants"), warrants to purchase Debt Securities
(the "Debt Warrants," and together with the Common Share Warrants, Preference
Share Warrants and Debt Warrants, the "Warrants"); Share Purchase Contracts (the
"Share Purchase Contracts"); Share Purchase Units (the "Share Purchase Units");
preferred securities of the Capital Trust (the "Trust Preferred Securities");
and the Company's guarantee of the Trust Preferred Securities (the "Guarantee").
The Debt Securities, Common Shares, Preference Shares, Depositary Shares,
Warrants, Trust Preferred Securities, Share Purchase Contracts, Share Purchase
Units and Guarantee are herein referred to collectively as the "Securities." The
Securities may be issued and sold from time to time after the Registration
Statement, to which this opinion is an exhibit, becomes effective. The
prospectus (the "Prospectus") included in the Registration Statement
RenaissanceRe Holdings Ltd.
July 9, 2004
Page 2
relates to an aggregate of up to $564,250,000 of Securities. The terms used
herein, unless otherwise defined, have the meanings assigned to them in the
Registration Statement.
The Debt Securities may be issued under (i) the Senior Indenture,
dated as of July 9, 2004, between the Company, as Issuer, and Deutsche Bank
Trust Company Americas (f/k/a Bankers Trust Company), as Trustee (the "Senior
Indenture") or (ii) the Subordinated Indenture, dated as of July 9, 2004,
between the Company, as Issuer, and Deutsche Bank Trust Company Americas, as
Trustee (the "Subordinated Indenture" and, together with the Senior Indenture,
the "Indentures"). Certain terms of the Debt Securities will be established by
or pursuant to resolutions of the Board of Directors of the Company as part of
the corporate action taken and to be taken relating to the issuance of the Debt
Securities.
The Warrants may 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, with certain terms of the Warrants to be established
by or pursuant to resolutions of the Board of Directors of the Company as part
of the corporate action taken and to be taken relating to the issuance of the
Warrants.
The Trust Preferred Securities may be issued by the Trust pursuant to
the terms of an Amended and Restated Trust Agreement among the Company, as
Depositor, Deutsche Bank Trust Company Americas (f/k/a Bankers Trust Company),
as Property Trustee, and Deutsche Bank Trust Company Delaware (f/k/a/ Bankers
Trust Company (Delaware)), as Delaware Trustee (the "Trust Agreement"), and the
Guarantee may be issued by the Company pursuant to a Preferred Securities
Guarantee Agreement between the Company, as Guarantor, and Deutsche Bank Trust
Company Americas (f/k/a Bankers Trust Company), as Guarantee Trustee, in each
case to be entered into prior to the issuance of the Trust Preferred Securities,
with certain terms of the Trust Preferred Securities and the Guarantee to be
established by or pursuant to resolutions of the Board of Directors of the
Company as part of the corporate actions to be taken relating to the issuance of
the Trust Preferred Securities.
In rendering the opinions expressed herein, we have examined and are
familiar with (i) the Registration Statement to which this opinion will be filed
as an exhibit, (ii) the Senior Indenture attached as an exhibit to the
Registration Statement, (iii) the form of the senior note attached as an exhibit
to the Senior Indenture, (iv) the Subordinated Indenture attached as an exhibit
to the Registration Statement, (v) the form of the subordinated note attached as
an exhibit to the Subordinated Indenture, (vi) the Junior Subordinated
Indenture, dated as of July 9, 2004, between the Company and Deutsche Bank
Trust Company Americas, as Trustee (the "Junior Subordinated Indenture"),
relating to the Trust Preferred Securities, attached as an exhibit to the
Registration Statement, (vi) the certificate of Trust of the Capital Trust,
dated as of January 5, 2001, incorporated by reference as an exhibit to the
Registration Statement, (vii) the Trust Agreement, dated as of January 5, 2001
of the Capital Trust, among the Company, as Depositor, Deutsche Bank Trust
Company Americas (f/k/a Bankers Trust Company), as Property Trustee, Deutsche
Bank Trust Company Delaware (f/k/a/ Bankers Trust Company (Delaware)), as
Delaware Trustee, and the Administrative Trustees named therein, incorporated by
reference as an exhibit to the Registration Statement, (viii) the form of
Amended and Restated Trust Agreement incorporated by reference as an exhibit to
the Registration Agreement, (ix) the form
RenaissanceRe Holdings Ltd.
July 9, 2004
Page 3
of the specimen preferred security certificate attached as an exhibit to the
form of Amended and Restated Trust Agreement, and (x) the form of the Preferred
Securities Guarantee Agreement incorporated by reference as an exhibit to the
Registration Agreement.
We have also examined such other documents and instruments and have
made such further investigations as we have deemed necessary or appropriate in
connection with this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity to authentic originals of all documents
submitted to us as certified copies or photocopies. In rendering the opinions
expressed below, we have relied on factual representations by officials of the
Company and the Capital Trust and statements of fact contained in the documents
we have examined.
A. Based upon and subject to the foregoing and the qualifications expressed
below, and having regard for legal considerations we deem relevant, we are of
the opinion that:
(i) Assuming the taking of appropriate corporate action by the Company and, as
applicable, its shareholders, the effectiveness of the Registration
Statement under the Act, the qualification of the Senior Indenture or the
Subordinated Indenture, as the case may be, under the Trust Indenture Act
of 1939, as amended, the compliance with the "blue sky" laws of certain
states, the due execution and delivery by the trustee of the Senior
Indenture or the Subordinated Indenture, as the case may be, and the due
execution and delivery by the parties thereto of each amendment of or
supplement to the Senior Indenture or the Subordinated Indenture, as the
case may be (each such Indenture, as so amended or supplemented, being
referred to in this paragraph as an "Indenture," and the trustee under any
Indenture being referred to in this paragraph as a "Trustee"), and that any
equity securities which may underlie any convertible Debt Securities will
be duly and validly authorized and reserved for issuance: the Debt
Securities will be duly and validly authorized and, when the Debt
Securities are duly executed by the Company, authenticated by the relevant
Trustee and sold and delivered at the price and in accordance with the
terms set forth in the Registration Statement, the supplement or
supplements to the Prospectus included therein and the relevant Indenture
and the applicable definitive purchase, underwriting or similar agreement,
the Debt Securities will be valid and binding obligations of the Company
enforceable against the Company in accordance with their terms and entitled
to the benefits of the relevant Indenture.
(ii) Assuming the taking of appropriate corporate action by the Company and, as
applicable, its shareholders, the effectiveness of the Registration
Statement under the Act, the compliance with the "blue sky" laws of certain
states, the due execution and delivery by the parties thereto of a Deposit
Agreement relating to Depositary Shares, and each amendment thereof or
supplement thereto (each such Deposit Agreement, as so amended or
supplemented, being referred to in this paragraph as a "Deposit
Agreement"), that any Common Shares or Preference Shares deposited pursuant
to the Deposit Agreement will be duly authorized and validly issued, that
the relevant Deposit Agreement is consistent with the summary description
thereof set forth in the Registration Statement, and that the Common Shares
or Preference Shares underlying such Depositary Shares will be deposited
under the applicable Deposit Agreement with a bank or trust company which
RenaissanceRe Holdings Ltd.
July 9, 2004
Page 4
meets the requirements for the Depositary set forth in the Registration
Statement or in the supplement or supplements to the Prospectus included
therein: (a) the Deposit Agreement will be a valid and binding obligation
of the Company enforceable against the Company in accordance with its
terms, and (b) the Depositary Shares will be duly and validly authorized
and, when the depositary receipts evidencing rights in the Depositary
Shares are duly executed by the relevant Depositary and registered, and the
Depositary Shares sold and delivered at the price and in accordance with
the terms set forth in the Registration Statement, the supplement or
supplements to the Prospectus included therein and the Deposit Agreement
and the applicable definitive purchase, underwriting or similar agreement,
will be validly issued and will entitle the holders thereof to the rights
specified in the Deposit Agreement and the depositary receipts evidencing
rights therein.
(iii) Assuming the taking of appropriate corporate action by the Company and, as
applicable, its shareholders, the effectiveness of the Registration
Statement under the Act, the compliance with the "blue sky" laws of certain
states, the due execution and delivery by the parties thereto of the
Warrant Agreement, and each amendment of or supplement to the Warrant
Agreement, as the case may be (any such Warrant Agreement, as so amended or
supplemented, being referred to in this paragraph as a "Warrant
Agreement"), that the relevant Warrant Agreement is consistent with the
summary description thereof contained in the Registration Statement, and
that any Common Shares, Preference Shares or Debt Securities underlying the
relevant Warrant Agreement are duly authorized and validly issued: the
Warrants will be duly and validly authorized and, when the Warrants are
duly executed by the Company and sold and delivered at the price and in
accordance with the terms set forth in the Registration Statement, the
supplement or supplements to the Prospectus included therein and the
relevant Warrant Agreement and the applicable definitive purchase,
underwriting or similar agreement, the Warrants will be valid and binding
obligations of the Company, entitled to the benefits of the relevant
Warrant Agreement.
(iv) Assuming the taking of appropriate corporate action by the Company, the
effectiveness of the Registration Statement under the Act, the compliance
with the "blue sky" laws of certain states, the due execution and delivery
by the parties thereto of a Preferred Securities Guarantee Agreement
relating to the Capital Trust Preferred Securities and each amendment
thereof or supplement thereto (any such Preferred Securities Guarantee
Agreement, as so amended or supplemented, being referred to in this
paragraph as a "Guarantee Agreement"), and that the relevant Guarantee
Agreement will be consistent with the form thereof filed as an exhibit to
the Registration Statement: when the Guarantee Agreement is duly executed
and delivered, the Guarantee embodied therein will be a valid and binding
obligation of the Company, enforceable against the Company in accordance
with its terms.
(v) Assuming the taking of appropriate corporate action by the Company and, as
applicable, its shareholders, the effectiveness of the Registration
Statement under the Act, the compliance with the "blue sky" laws of certain
states, the due authorization, execution and delivery by the parties
thereto of a Share Purchase Contract and each amendment thereof or
supplement thereto (any such Share Purchase Contract, as so amended or
RenaissanceRe Holdings Ltd.
July 9, 2004
Page 5
supplemented, being referred to in this paragraph as a "Share Purchase
Contract"), that the relevant Share Purchase Contract is consistent with
the summary description thereof set forth in the Registration Statement,
and that any Common Shares or Preference Shares underlying the relevant
Share Purchase Contract are duly authorized and validly issued: the Share
Purchase Contract, when duly executed and delivered, will be a legal and
valid obligation of the Company enforceable against the Company in
accordance with its terms, and the interests therein, when duly sold and
delivered at the price and in accordance with the terms set forth in the
Registration Statements, the supplement or supplements to the Prospectus
included therein and the applicable definitive purchase, underwriting or
similar agreement, will be valid and binding obligations of the Company,
entitled to the benefits provided by the Share Purchase Contract.
(vi) Assuming the taking of appropriate corporate action by the Company and, as
applicable, its shareholders, the effectiveness of the Registration
Statement under the Act, the compliance with the "blue sky" laws of certain
states, the due authorization, execution and delivery by the parties
thereto of a Share Purchase Contract and the applicable pledge agreement
related to a Share Purchase Unit and each amendment thereof or supplement
thereto (any such Share Purchase Contract together with the applicable
pledge agreement, as so amended or supplemented, being referred to in this
paragraph as a "Share Purchase Unit"), that the relevant Share Purchase
Unit is consistent with the summary description thereof set forth in the
Registration Statement, and that any Common Shares or Preference Shares
underlying the relevant Share Purchase Contract, and any Debt Securities,
Trust Preferred Securities or debt obligations of third parties issued as
security for the relevant Share Purchase Unit are duly authorized and
validly issued: the Share Purchase Unit, when the related Share Purchase
Contract and the applicable pledge agreement are duly executed and
delivered, will be a legal and valid obligation of the Company enforceable
against the Company in accordance with its terms, and the interests
therein, when duly sold and delivered at the price and in accordance with
the terms set forth in the Registration Statements, the supplement or
supplements to the Prospectus included therein and the applicable
definitive purchase, underwriting or similar agreement, will be valid and
binding obligations of the Company, entitled to the benefits provided by
the Share Purchase Unit.
(vii) The Trust is validly existing in good standing as a business trust under
the Delaware Business Trusts Act.
(viii) Assuming the taking of appropriate corporate and trust action by the
Company and the Capital Trust, the effectiveness of the Registration
Statement under the Act, the qualification of the Junior Subordinated
Indenture and the Trust Agreement, as the case may be, under the Trust
Indenture Act, the compliance with the "blue sky" laws of certain states,
the due execution and delivery by the trustee of the Junior Subordinated
Indenture, the due execution and delivery by the parties thereto of the
Trust Agreement, the due execution and delivery by the parties thereto of
each amendment of or supplement to the Trust Agreement (as so amended or
supplemented, being referred to in this paragraph as the "Trust Agreement")
or the Junior Subordinated Indenture (as so amended or supplemented, being
referred to in this paragraph as the "Junior Subordinated
RenaissanceRe Holdings Ltd.
July 9, 2004
Page 6
Indenture"), as the case may be (the trustees under any such instruments
being referred to in this paragraph as "Trustees"), and that the relevant
Trust Agreement is consistent with the form thereof incorporated by
reference as an exhibit to the Registration Statement: when the Trust
Preferred Securities are duly executed by the Capital Trust, authenticated
by the relevant Trustee and sold and delivered at the price and in
accordance with the terms set forth in the Registration Statement, the
supplement or supplements to the Prospectus included therein, the Trust
Agreement and the Junior Subordinated Indenture and the applicable
definitive purchase, underwriting or similar agreement, the Trust Preferred
Securities will represent valid and, subject to the qualifications set
forth in paragraph (ix) below, fully paid and nonassessable undivided
beneficial interests in the assets of the Capital Trust.
(ix) Assuming the taking of appropriate corporate and trust action by the
Company and the Capital Trust, the due execution and delivery by the
trustee of the Junior Subordinated Indenture, the due execution and
delivery by the parties thereto of the Trust Agreement, and each amendment
of or supplement to the Trust Agreement or the Junior Subordinated
Indenture, as the case may be, and that the relevant Trust Agreement is
consistent with the form thereof incorporated by reference as an exhibit to
the Registration Statement: the holders of the Trust Preferred Securities,
as beneficial owners of the Capital Trust, will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware. We note that the holders of the Trust Preferred
Securities may be obligated to make payments as set forth in the Trust
Agreement.
B. The opinions expressed herein are subject to the following assumptions,
qualifications and exceptions:
(i) We express no opinion as to the laws of any jurisdiction other than the
laws of the State of New York, the General Corporation Law of the State of
Delaware, the Business Trusts Act of the State of Delaware and the federal
laws of the United States of America. Insofar as the opinions expressed
herein relate to or depend upon matters governed by the laws of the Islands
of Bermuda, we have relied upon the opinion of Conyers Dill & Pearman dated
the date hereof, which is being filed as exhibit 5.1 to the Registration
Statement. We believe that you and we are justified in relying thereon.
(ii) Enforcement of any contract or agreement or of any security or other
instrument issued thereunder may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization,
moratorium or other similar laws affecting the rights of creditors
generally and by general principles of equity (regardless of whether
enforcement is sought in equity or at law), including principles of
commercial reasonableness or conscionability and an implied covenant of
good faith and fair dealing, which principles of equity are of general
application, and, when applied by a court, might cause such court to, among
other things, (A) not allow a creditor to accelerate the maturity of a debt
or terminate a forbearance period relating to a debt, or to realize upon
any security for the payment of such debt, upon the occurrence of a default
deemed
RenaissanceRe Holdings Ltd.
July 9, 2004
Page 7
immaterial or (B) include a requirement that a creditor or other holder act
with reasonableness and good faith.
(iii) Certain of the remedial provisions, including waivers, with respect to the
exercise of remedies contained in any contract or agreement or security or
instrument referenced above are or may be unenforceable in whole or in
part, but the inclusion of such provisions does not affect the validity of
any such contract or agreement, taken as a whole.
(iv) Insofar as any contract or agreement or security or instrument referenced
above provides for indemnification or contribution or waivers of rights or
defenses, enforcement thereof may be limited by public policy
considerations or other applicable law.
(v) We express no opinion as to provisions of any contract or agreement or
security or instrument insofar as such provisions relate to: (1) the
subject matter jurisdiction of the courts specified therein, if any, to
adjudicate any controversy related to such contract or agreement, (2) any
waiver of jury trial contained therein, (3) any right of set-off or
provision for liquidated damages, (4) any limitations on the effectiveness
of oral amendments, modifications, consents and waivers, and (5) any waiver
of objection to venue set forth therein with respect to proceedings in the
courts specified therein.
The opinions expressed herein are given as of the date hereof, and we
assume no obligation to update (including with respect to any action which may
be required in the future to perfect or continue the perfection of any security
interest) or supplement such opinions or views to reflect any fact or
circumstance that may hereafter come to our attention or any change in law that
may hereafter occur or hereinafter become effective. Upon finalization of the
terms of any contract or agreement or security or instrument referenced above
which was not been executed as of the date hereof, additional assumptions,
qualifications and exceptions may be applicable in any future opinion addressing
such contract or agreement or security or instrument.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
WILLKIE FARR & GALLAGHER LLP