OPINION OF WILLKIE FARR & GALLAGHER

EXHIBIT 8.1

[LETTERHEAD OF WILLKIE FARR & GALLAGHER]

February 16, 2001

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 by the Company of up to 1,726,137 common shares of
the Company which may be offered by a selling shareholder.

We have reviewed the Registration Statement and have considered such
aspects of United States 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 Company's Registration Statement on Form S-3 filed on February
16, 2001 under the headings "Risk Factors -- We could become subject to U.S.
corporate income tax" and "Certain Tax Considerations -- Taxation of the
Company, Renaissance Reinsurance and Glencoe -- United States" and "Certain Tax
Considerations -- 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 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 "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