EX-5 OPINION OF CONYERS DILL & PEARMAN

EXHIBIT 5





[Conyers Dill & Pearman Letterhead]



23rd August, 2001



RenaissanceRe Holdings Ltd.
Renaissance House
8-12 East Broadway
Hamilton HM 11
Bermuda

Dear Sirs

RE: RenaissanceRe Holdings Ltd. (the "Company") and common shares
of the Company of US$1.00 par value each ("Common Shares")

We have acted as your special counsel in Bermuda in connection with the
Registration Statement ("Registration Statement") on Form S-8, 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 1,950,000 Common Shares (the "Shares") representing 1
million Common Shares issuable pursuant to the RenaissanceRe Holdings Ltd.
Second Amended and Restated 1993 Stock Incentive Plan and 950,000 Common Shares
issuable pursuant to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan
(the "Incentive Plans").

For the purposes of giving this opinion, we have examined a copy of the
Registration Statement, a copy of each of the Incentive Plans 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, and the authenticity and completeness of the originals
from which such copies were taken;

(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 would have any implication in relation to the opinions
expressed herein;





(iv) The Company will receive money or money's worth for each Share of not
less than the par value of such Share;

(v) The total number of shares of the Company in issue at any time will
not exceed the number of shares in its authorised capital.

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.

On the basis of and subject to the foregoing we are of the opinion that the
Shares have been duly authorised and, when issued in accordance with either of
the Incentive Plans and duly paid for, will be 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.

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