OPINION OF MORRIS, NICHOLS, ARSHT & TUNNELL
Published on July 3, 1997
Exhibit 5.2
[LETTERHEAD OF MORRIS, NICHOLS, ARSHT & TUNNELL APPEARS HERE]
July 3, 1997
RenaissanceRe Holdings Ltd.
Renaissance Capital Trust
Renaissance House
8-12 East Broadway
Pembroke, HM 12,
Bermuda
Re: RenaissanceRe Capital Trust
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Ladies and Gentlemen:
We have acted as special Delaware counsel to RenaissanceRe Capital
Trust, a Delaware statutory business trust (the "Trust"), in connection with
certain matters relating to the creation of the Trust and the proposed issuance
of Series B Capital Securities of the Trust to beneficial owners pursuant to and
as described in Registration Statement No. 333- (and the Prospectus forming
a part thereof) on Form S-4 filed with the Securities and Exchange Commission on
July 3, 1997 (the "Registration Statement"). Capitalized terms used herein and
not otherwise herein defined are used as defined in the Amended and Restated
Declaration of Trust of the Trust dated as of March 1, 1997 (the "Governing
Instrument").
In rendering this opinion, we have examined copies of the following
documents in the forms provided to us: the Certificate of Trust of the Trust as
filed in the Office of the Secretary of State of the State of Delaware (the
"State Office") on February 25, 1997 (the "Certificate of Trust"); a Declaration
of Trust of the Trust dated as of February 25, 1997 (the "Original Governing
Instrument"); the Governing Instrument; the Indenture dated as of March 7, 1997
between RenaissanceRe Holdings Ltd., a Bermuda company (the "Company") and The
Bank of New York, as Trustee; the Purchase Agreement dated as of March 4, 1997
among the several initial purchasers identified therein, the Trust and the
Company (the "Purchase Agreement"); the Registration Rights Agreement dated
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RenaissanceRe Capital Trust
July 3, 1997
Page 2
March 7, 1997 among the Trust, the Company and the "Initial Purchasers" (as
defined therein) (the "Registration Rights Agreement"); the Registration
Statement; and a certification of good standing of the Trust obtained as of a
recent date from the State Office. In such examinations, we have assumed the
genuineness of all signatures, the conformity to original documents of all
documents submitted to us as drafts or copies or forms of documents to be
executed and the legal capacity of natural persons to complete the execution of
documents. We have further assumed for purposes of this opinion: (i) the due
formation or organization, valid existence and good standing of each entity
(other than the Trust) that is a party to any of the documents reviewed by us
under the laws of the jurisdiction of its respective formation or organization;
(ii) except to the extent addressed by our opinion set forth in paragraph 1
below, the due authorization, execution and delivery by, or on behalf of, each
of the parties thereto of the above-referenced documents; (iii) that no event
has occurred subsequent to the filing of the Certificate of Trust that would
cause a dissolution or liquidation of the Trust under the Original Governing
Instrument or the Governing Instrument, as applicable; (iv) that the activities
of the Trust have been and will be conducted in accordance with the Original
Governing Instrument or the Governing Instrument, as applicable, and the
Delaware Business Trust Act, 12 Del. C. (S)(S) 3801 et seq. (the "Delaware
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Act"); (v) that each Person that will acquire Series B Capital Securities in the
"Exchange Offer" (as defined in the Registration Statement and in any pre-
effective amendment thereto and as used herein, the "Exchange Offer"), will
validly tender Series A Capital Securities in exchange therefor, that such
Series A Capital Securities will be duly accepted, and that such Person will
duly receive Series B Capital Securities in consideration thereof, all in
accordance with the terms and conditions of the Governing Instrument, the
Registration Statement and the Registration Rights Agreement and that the Series
B Capital Securities are otherwise issued and sold to the Series B Capital
Securities Holders in accordance with the terms, conditions, requirements and
procedures set forth in the Governing Instrument, the Registration Statement and
the Registration Rights Agreement; and (vii) that the documents examined by us
are in full force and effect, express the entire understanding of the parties
thereto with respect to the subject matter thereof and have not been modified,
supplemented or otherwise amended, except as herein referenced. We have not
reviewed any documents other than those identified above in connection with this
opinion, and we have assumed that there are no other documents that are contrary
to or inconsistent with the opinions expressed herein. No opinion is expressed
with respect to the requirements of, or compliance with, federal or state
securities or blue sky laws. Further, we express no opinion as to, and assume
no responsibility for, the Registration Statement or any other offering
materials relating to the
RenaissanceRe Holdings Ltd.
RenaissanceRe Capital Trust
July 3, 1997
Page 3
Series B Capital Securities. As to any fact material to our opinion, other than
those assumed, we have relied without independent investigation on the above-
referenced documents and on the accuracy, as of the date hereof, of the matters
therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Series B Capital Securities have been duly authorized by the
Governing Instrument for issuance, and when executed, authenticated and
delivered in the Exchange Offer, pursuant to and in accordance with the terms of
the Governing Instrument, as contemplated in the Registration Rights Agreement,
the Registration Statement and the Purchase Agreement, will represent, subject
to the qualifications set forth in paragraph 2 below, fully paid and non-
assessable beneficial interests in the assets of the Trust.
2. The Holders of Series B Capital Securities of the Trust, in such
capacity, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware; provided, however, that we express no
opinion with respect to the liability of any Series B Capital Security Holder
who is, was or may become a named Trustee of the Trust, and that the Holders of
the Series B Capital Securities may be subject to the withholding provisions of
Section 11.4 of the Governing Instrument and may be required to make payment or
provide indemnity or security as set forth in the Governing Instrument or
pursuant to the Exchange Offer.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name and reference to our opinion
under the heading "LEGAL MATTERS" in the Prospectus forming a part thereof. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder. This opinion speaks only as of the date hereof and is
based on our understandings and assumptions as to present facts, and on our
review of the above-referenced documents and the application of Delaware law as
the same exist as of the date hereof, and we undertake no obligation to update
or supplement this opinion after the date hereof for the benefit of any person
or entity with respect to any facts or circumstances that may hereafter come to
our attention or any changes in facts or law that may hereafter occur or take
effect. We understand that the firm of Willkie Farr & Gallagher wishes to rely
as to certain matters of Delaware law on the opinions expressed herein in
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RenaissanceRe Capital Trust
July 3, 1997
Page 4
connection with the rendering of its opinion dated the date hereof and relating
to the subject matter hereof, and we hereby consent to such reliance. Except as
provided in the preceding sentence, this opinion is intended solely for the
benefit of the addressees hereof in connection with the matters contemplated
hereby and may not be relied on by any other person or entity or for any other
purpose without our prior written consent.
Very truly yours,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Morris, Nichols, Arsht & Tunnell