[Exhibit 8.2]
[Letterhead of Conyers Dill & Pearman]
25 September, 2000
Arch Capital Group Ltd.
Clarendon House
2 Church Street
Hamilton HM11
Bermuda
Dear Sirs
Re: Arch Capital Group Ltd.
We have acted as special legal counsel in Bermuda to Arch Capital Group
Ltd., a Bermuda company, (the "Company") in connection with the transactions
contemplated in the agreement and plan of merger dated as of 25 September, 2000
among the Company, Arch Capital Group Ltd., a Delaware corporation, ("Arch
Capital Group - Delaware") and Arch Merger Corp. pursuant to which the Company
will become the parent holding company of Arch Capital Group - Delaware (the
"Merger Agreement") and as described in the Registration Statement on Form S-4
filed with the United States Securities and Exchange Commission on 8 September,
2000 as amended (the "Registration Statement").
For the purposes of giving this opinion, we have examined and relied upon
the following documents:
(i) a copy of the Registration Statement; and
(ii) a copy of the executed Merger Agreement.
We also have reviewed a copy of the memorandum of association and the
bye-laws of the Company and such other documents and made such enquiries as to
questions of law as we have deemed necessary in order to render the opinions set
forth below.
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.
The Registration Statement and the Merger Agreement contemplate, inter
alia, the issue to the shareholders of Arch Capital Group - Delaware of one
common share in the Company for each share of common stock of Arch Capital
Group-Delaware outstanding immediately prior to the merger (other than any such
shares of
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common stock of Arch Capital Group - Delaware held by Arch Capital Group -
Delaware or any of its wholly owned subsidiaries) (collectively the "Relevant
Shares").
On the basis of and subject to the foregoing, it is our opinion that
when the Relevant Shares are issued in the manner described in the Registration
Statement and the Merger Agreement, the Relevant Shares will have been validly
issued, fully paid and not subject to further calls.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the United States Securities Act of 1933 and the rules and
regulations of the United States Securities and Exchange Commission thereunder.
Yours faithfully,
CONYERS DILL & PEARMAN
