OPINION OF WILLKIE FARR & GALLAGHER

Exhibit 8.1



[Letterhead of Willkie Farr & Gallagher]


May 6, 2002




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

RenaissanceRe Capital Trust II
Bankers Trust (Delaware)
1011 Centre Rd., Suite 200
Wilmington, DE 19805-1266

Ladies and Gentlemen:


We are delivering this opinion in connection with the Registration
Statement on Form S-3 (File No. 333-83308) and the amendments thereto (the
"Registration Statement") filed by RenaissanceRe Holdings Ltd. (the "Company")
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, (the "Securities Act"), registering securities of the Company and the
Capital Trust, consisting of: the Company's senior and subordinated debt
securities (collectively, the "Debt Securities"); the Company's Common Shares,
par value $1.00 per share (the "Common Shares"); the Company's Preference
Shares, par value $1.00 per share (the "Preference Shares"); depositary shares
representing fractional interests in the Common shares and Preference Shares
(the "Depositary Shares"); warrants to purchase Common Shares (the "Common Share
Warrants"), warrants to purchase Preference Shares (the "Preference Share
Warrants"), warrants to purchase Debt Securities (the "Debt Warrants," and
together with the Common Share Warrants, Preference Share Warrants and Debt
Warrants, the "Warrants"); Share Purchase Contracts; Share Purchase Units;
preferred securities of the Capital Trust (the "Trust Preferred Securities");
and the Company's Guarantee of the Trust Preferred Securities (the "Guarantee").
The Debt Securities, Common Shares, Preference Shares, Depositary Shares,
Warrants, Trust Preferred Securities, Share Purchase Contracts, Share Purchase
Units and Guarantee and herein referred to collectively as the "Securities." The
Securities may be issued and sold from time to time after the Registration
Statement, to which this opinion is an exhibit, becomes effective. The
prospectus included in the Registration Statement relates to an aggregate of up
to $564,250,000 of Securities. The terms used herein, unless otherwise defined,
have the meanings assigned to them in the Registration Statement.


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.

RenaissanceRe Holdings Ltd.
May 6, 2002
Page 2




Based upon and subject to the foregoing and to the conditions and limitations
contained in the discussion in the Registered Statement, (i) we are of the
opinion that the discussion in the Registration Statement under the heading
"Certain Tax Considerations--Taxation of RenaissanceRe Holdings, Ltd.,
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 (ii) such
discussion is our opinion with respect to the matters of law referred to
therein.

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.

Very truly yours,

/s/ Willkie Farr & Gallagher