OPINION OF CONYERS DILL & PEARMAN

EXHIBIT 5




6 June, 2002

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 3,000,000 Common Shares (the "Shares") representing 450,000
Common Shares issuable pursuant to the RenaissanceRe Holdings Ltd. Amended and
Restated Non-Employee Director Stock Plan and 2,550,000 Common Shares issuable
pursuant to the RenaissanceRe Holdings Ltd. 2001 Stock Incentive Plan (the
"Plans").

For the purposes of giving this opinion, we have examined a copy of the
Registration Statement, a copy of each of the Plans and originals or copies of
the memorandum of association and bye-laws of the Company, the resolutions of
the Company's Board of Directors adopted on May 1, 2002, certified by the
Secretary of the Company on May 16, 2002 (the "Resolutions") 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 Registration Statement and other documents
examined by us;



(iii) That the Resolutions remain in full force and effect and have not been
rescinded or amended;

(iv) 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;
(v) That, by issuing the Shares pursuant to the Plans, the Company will
receive money or moneys worth at least equal to the value of the Shares
being issued and none of the Shares will be issued for less than par
value;

(vi) That the Plans are valid, binding and enforceable in accordance with
their terms;

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

(viii) That the issue of the Shares pursuant to the Plans will at all times
comply with the permissions from the Bermuda Monetary Authority.

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 the purpose set out above and is not to be relied upon 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 Plans and duly paid for, will be validly issued and fully paid and as such
be non-assessable.

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

CONYERS DILL & PEARMAN

/s/ Conyers Dill & Pearman