Exhibit 5.1
[TRANSATLANTIC HOLDINGS, INC. LETTERHEAD]
November 9th, 2000
Transatlantic Holdings, Inc.
80 Pine Street
7th Floor
New York, NY 10005
Dear Sirs:
I am Vice President and General Counsel of Transatlantic Holdings, Inc., a
Delaware corporation (the "Company"). The opinion is being rendered in
connection with the Company's registration of 1,500,000 shares of its
common stock (the "Shares") pursuant to a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission on or about November 13th, 2000. The Shares are being
registered for issuance by the Company pursuant to the Transatlantic
Holdings, Inc. 2000 Stock Option Plan (the "Plan").
I have examined the originals, or certified, conformed or reproduction
copies, of all such records, agreements, and documents as I have deemed
relevant or necessary as the basis for the opinion hereinafter expressed.
Based upon the foregoing and subject to the limitations set forth herein, I
am of the opinion that the Shares to be issued pursuant to the Registration
Statement have been duly authorized and, when issued and paid for in
accordance with the terms of the Plan, will be validly issued, fully paid
and non-assessable shares.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not admit that I am in
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
The opinion expressed herein is limited to the federal laws of the United
States, the laws of the State of New York and, to the extent required by
the foregoing opinion, the General Corporation Law of the State of
Delaware.
Very truly yours,
/s/ Gary A. Schwartz
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Gary A. Schwartz
Vice President and General Counsel
