OPINION OF WILLKIE FARR & GALLAGHER

EXHIBIT 8.1

[Letterhead of Willkie Farr & Gallagher]


June 19, 1997


RenaissanceRe Holdings Ltd.
Renaissance House
8-12 East Broadway
Pembroke HM 19 Bermuda

Ladies and Gentlemen:

We are delivering this opinion in connection with the Registration Statement on
Form S-3 (File No. 333-27775) (the "Registration Statement") filed by
RenaissanceRe Holdings Ltd. (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
offering by certain shareholders of the Company of 3,000,000 of the Company's
Common Shares, $1.00 par value per share (the "Common Shares"), and up to
450,000 Common Shares solely to cover over-allotment options.

We have reviewed the Registration Statement and have considered such aspects of
United States and New York law as we have deemed relevant for purposes of the
opinion set forth below. In such examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to authentic originals of all documents submitted
to us as copies.

Based upon and subject to the foregoing and to the conditions and limitations
contained in the discussion in the Registration Statement, we are of the opinion
that the discussion in the Registration Statement under the heading "Certain Tax
Considerations--Taxation of the Company, Renaissance Reinsurance and Glencoe --
United States" and "-- Taxation of Shareholders -- United States Taxation of
U.S. and Non-U.S. Shareholders" addresses all material U.S. Federal income tax
considerations affecting the Company and holders of Common Shares (other than
those tax considerations that depend on circumstances specific to such holders)
and the statements of law contained therein are accurate in all material
respects, and such discussion reflects our opinion with respect to the matters
of law referred to therein.


RenaissanceRe Holdings Ltd.
June 19, 1997
Page 2


We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and to the reference to our Firm under
the headings "Certain Tax Considerations" and "Legal Matters" in the Prospectus
included in the Registration Statement.

Very truly yours,

/s/ Willkie Farr & Gallagher