OPINION OF WILLKIE FARR & GALLAGHER US FED INCOME TAX
Published on July 3, 1997
Exhibit 8.1
[LETTERHEAD OF WILLKIE FARR & GALLAGHER APPEARS HERE]
July 3, 1997
RenaissanceRe Holdings Ltd.
RenaissanceRe Capital Trust
Renaissance House
8-12 East Broadway
Pembroke HM 19
Bermuda
Re: RenaissanceRe Holdings Ltd.
RenaissanceRe Capital Trust
Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as special United States tax counsel for RenaissanceRe
Holdings Ltd., a Bermuda company (the "Company"), and RenaissanceRe Capital
Trust, a Delaware statutory business trust (the "Trust"), in connection with the
offer to exchange up to $100,000,000 aggregate Liquidation Amount of the Trust's
8.54% Series B Capital Securities which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), for a like
Liquidation Amount of the Trust's outstanding 8.54% Series A Capital Securities.
We have examined the Amended and Restated Declaration of Trust dated as of March
7, 1997 by and among The Bank of New York, as property trustee, The Bank of New
York (Delaware), as Delaware trustee, the Company, as sponsor, and the
Administrative Trustees named therein (the "Trust Agreement") and have assumed
that the Trustees will conduct the affairs of the Trust in accordance with the
Trust Agreement.
We hereby confirm the opinions described under the caption "Certain
Federal Income Tax Consequences" in the prospectus (the "Prospectus") that is
part of the Registration Statement on Form S-4 filed by the Company and the
Trust with the Securities and Exchange Commission (the "Commission") on July 3,
1997. Capitalized terms used herein but not defined have the respective
meanings provided in the Prospectus.
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 other person or entity for any purpose. We hereby
consent to the use of our name under the caption "Certain Federal Income
RenaissanceRe Holdings Ltd.
RenaissanceRe Capital Trust
July 3, 1997
Page 2
Tax Consequences" in the Prospectus which forms a part of the Registration
Statement. We also consent to the filing of this opinion with the Commission as
an exhibit to 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