OPINION OF WILLKIE FARR & GALLAGHER

Exhibit 8.1


[LETTERHEAD OF WILLKIE FARR & GALLAGHER]


October 22, 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 (as it may be amended from time to time, 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 of up to 4,600,000 of the Company's Common Shares, $1.00 par
value per share (the "Common Shares"), including up to 600,000 shares solely to
cover overallotment 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, we are of the opinion that the
statements in the Registration Statement under the heading "Certain Tax
Considerations--Taxation of the Company and Renaissance Reinsurance--United
States" and "--Taxation of Shareholders--United States Taxation of U.S. and Non-
U.S. Shareholders", insofar as such statements constitute a summary of the law
or legal conclusions referred to therein, are accurate in all material aspects
and fairly present the information called for with respect to such legal matters
and legal conclusions and fairly summarize the legal matters referred to
therein.

Except as set forth below, this opinion is for your use only and, without our
prior written consent, this opinion may not be furnished or quoted to, or relied
upon by, any



ReRenaissanceRe Holdings Ltd.
October 22, 1997
Page 2



other person or entity for any purpose. 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 heading "Certain Tax Considerations" and "Legal
Matters" in the Prospectus included in the Registration Statement. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.


Very truly yours,

/s/ Willkie Farr & Gallagher