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[Conyers Dill & Pearman Letterhead]
6th June, 2000
RenaissanceRe Holdings Ltd.
Renaissance House
East Broadway
Pembroke
Bermuda
RE: RenaissanceRe Holdings Ltd. (the "Company") and common shares
of the Company of US$1.00 par value each ("Common Shares")
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Dear Sirs,
We have acted as your Bermuda counsel in connection with the Registration
Statement ("Registration Statement") on Form S-3, filed with the United States
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended ("Act") of the United States of America, with respect to the
registration of 1,000,000 Common Shares (the "Shares").
For the purposes of giving this opinion, we have examined a copy of the
Registration Statement and originals or copies of the memorandum of association
and bye-laws of the Company. We have also examined such certificates of
directors and officers of the Company, minutes and draft minutes of meetings of
directors and of shareholders of the Company and such other certificates,
agreements, instruments and documents in Bermuda as we have deemed necessary in
order to render the opinions set forth below.
We have assumed:
(i) The genuineness and authenticity of all signatures and the conformity to
the originals of all copies of documents (whether or not certified)
examined by us;
(ii) The accuracy and completeness of all factual representations and
warranties made in the documents, and of the minutes and the draft
minutes of meetings of directors and of shareholders of the Company,
examined by us;
(iii) That there is no provision of the law of any jurisdiction, other than
Bermuda, which should have any implication in relation to the opinions
expressed herein;
We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is 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 other matter, without our express prior written
consent.
On the basis of and subject to the foregoing we are of the opinion that the
Shares have been duly authorised and are validly issued and fully paid and as
such be non-assessable; no personal liability will attach to the holders of the
Shares solely by reason of ownership thereof.
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RenaissanceRe Holdings Ltd.
6th June, 2000
Page 2
Our reservation with respect to the foregoing opinion is as follows:
"Non-assessability" is not a legal concept under Bermuda law, but when we
describe shares as being "non-assessable" (see above) we mean with respect to
the shareholders of the company, in relation to fully paid shares of the company
and subject to any contrary provision in any agreement in writing between that
company and any one of its shareholders holding such shares but only with
respect to such shareholder, that such shareholder shall not be bound by an
alteration to the memorandum of association or the bye-laws of that company
after the date upon which they became such shareholders, if and so far as the
alteration requires them to take or subscribe for additional shares, or in any
way increases their liability to contribute to the share capital of, or
otherwise pay money to, such company.
We hereby consent to the filing of this opinion with the SEC and as an exhibit
to the Registration Statement and to the references to this Firm in the
Registration Statement. As Bermuda attorneys, however, we are not qualified to
opine on matters of law of any jurisdiction other than Bermuda. Accordingly, we
do not admit to being an expert within the meaning of the Act.
Yours faithfully,
/s/ Conyers Dill & Pearman
Conyers, Dill & Pearman
