OPINION OF WILLKIE FARR & GALLAGHER

[Letterhead of Willkie Farr & Gallagher]

April 23, 2001



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


Re: RenaissanceRe Holdings Ltd.
RenaissanceRe Capital Trust II
Registration Statement on Form S-3

Dear Ladies and Gentlemen:

We have acted as counsel for RenaissanceRe Holdings Ltd., a
Bermuda company ("the Company"), and RenaissanceRe Capital Trust II, a Delaware
statutory business trust (the "Capital Trust"), in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), of a Registration
Statement on Form S-3 (the "Registration Statement") of up to $200,000,000
aggregate 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; 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 and
Guarantee are 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 terms used
herein, unless otherwise defined, have the meanings assigned to them in the
Registration Statement.

The Debt Securities may be issued under a senior indenture
(the "Senior Indenture") between the Company and Bankers Trust Company, as
Trustee, or a subordinated



indenture between the Company and Bankers Trust Company, as Trustee (the
"Subordinated Indenture" and, together with the Senior Indenture, the
"Indentures"), in each case to be entered into prior to the issuance of the Debt
Securities, with certain terms of the Debt Securities to be established by or
pursuant to resolutions of the Board of Directors of the Company as part of the
corporate action taken and to be taken relating to the issuance of the Debt
Securities.

The Warrants may be issued pursuant to the terms of one or
more warrant agreements (the "Warrant Agreements") to be entered into prior to
the issuance of the Warrants, with certain terms of the Warrants to be
established by or pursuant to resolutions of the Board of Directors of the
Company as part of the corporate action taken and to be taken relating to the
issuance of the Warrants.

The Trust Preferred Securities may be issued by the Trust
pursuant to the terms of an Amended and Restated Trust Agreement among the
Company, as Depositors, Bankers Trust Company, as Property Trustee, and Bankers
Trust Company (Delaware), as Delaware Trustee (the "Trust Agreement"), and the
Guarantee may be issued by the Company pursuant to a Preferred Securities
Guarantee Agreement between the Company, as Guarantor, and Bankers Trust
Company, as Guarantee Trustee, in each case to be entered into prior to the
issuance of the Trust Preferred Securities, with certain terms of the Trust
Preferred Securities and the Guarantee to be established by or pursuant to
resolutions of the Board of Directors of the Company as part of the corporate
actions to be taken relating to the issuance of the Trust Preferred Securities.

In rendering the opinions expressed herein, we have examined
and are familiar with (i) the Registration Statement to which this opinion will
be filed as an exhibit, (ii) the form of Senior Indenture filed as an exhibit to
the Registration Statement, (iii) the form of Senior Note attached as an exhibit
to the form of the Senior Indenture, (iv) the form of Subordinated Indenture
filed as an exhibit to the Registration Statement, (v) the form of Subordinated
Note attached as an exhibit to the form of Subordinated Indenture, (vi) the form
of Junior Subordinated Indenture relating to the Trust Preferred Securities
filed as an exhibit to the Registration Statement, (vii) the Certificate of
Trust of the Capital Trust, dated as of January 5, 2001, filed as an exhibit to
the Registration Statement, (viii) the Trust Agreement, dated as of January 5,
2001 of the Capital Trust (the "Initial Trust Agreement"), between the Company,
as Depositor, Bankers Trust Company, as Property Trustee, Bankers Trust Company
(Delaware), as Delaware Trustee, and the Administrative Trustees named therein,
(ix) the form of Amended and Restated Trust Agreement filed as an exhibit to
Registration Agreement, (x) the form of specimen preferred security certificate
attached as an exhibit to the Trust Agreement and (xi) the form of Preferred
Securities Guarantee Agreement filed as an exhibit to the Registration
Agreement.

We have also examined such other documents and instruments and
have made such further investigations as we have deemed necessary or appropriate
in connection with this opinion. 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 certified copies or photocopies. In rendering the opinions
expressed below, we have relied on factual representations by officials of the
Company and the Capital Trust and statements of fact contained in the documents
we have examined.



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Based upon and subject to the foregoing and the qualifications
expressed below, and having regard for legal considerations we deem relevant, we
are of the opinion that:

(i) Assuming the taking of appropriate corporate action by the
Company and, as applicable, its shareholders, the
effectiveness of the Registration Statement under the Act, the
qualification of the Senior Indenture or the Subordinated
Indenture, as the case may be, under the Trust Indenture Act
of 1939, as amended, the compliance with the "blue sky" laws
of certain states, the due execution and delivery by the
parties thereto of the Senior Indenture, the Subordinated
Indenture, and each amendment of or supplement to the Senior
Indenture or the Subordinated Indenture, as the case may be
(each such Indenture, as so amended or supplemented, being
referred to in this paragraph as an "Indenture," and the
trustee under any Indenture being referred to in this
paragraph as a "Trustee"), that the relevant Indenture is
consistent with the form thereof filed as an exhibit to the
Registration Statement, and that any equity securities which
may underlie any convertible Debt Securities will be duly and
validly authorized and reserved for issuance: the Debt
Securities will be duly and validly authorized and, when the
Debt Securities are duly executed by the Company,
authenticated by the relevant Trustee and sold and delivered
at the price and in accordance with the terms set forth in the
Registration Statement, the supplement or supplements to the
Prospectus included therein and the relevant Indenture and the
applicable definitive purchase, underwriting or similar
agreement, the Debt Securities will be valid and binding
obligations of the Company, entitled to the benefits of the
relevant Indenture, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights
generally and subject to general principles of equity
(regardless of whether such enforceability is considered in a
proceeding in equity or at law).

(ii) Assuming the taking of appropriate corporate action by the
Company and, as applicable, its shareholders, the
effectiveness of the Registration Statement under the Act; the
compliance with the "blue sky" laws of certain states, the due
execution and delivery by the parties thereto of a Deposit
Agreement relating to Depositary Shares, and each amendment
thereof or supplement thereto (each such Deposit Agreement, as
so amended or supplemented, being referred to in this
paragraph as a "Deposit Agreement"), that any Common Shares or
Preference Shares deposited pursuant to the Deposit Agreement
will be duly authorized and validly issued, that the relevant
Deposit Agreement is consistent with the summary description
thereof set forth in the Registration Statement, and that the
Common Shares or Preference Shares underlying such Depositary
Shares will be deposited under the applicable Deposit
Agreement with a bank or trust company which meets the
requirements for the Depositary set forth in the Registration
Statement or in the supplement or supplements to the
Prospectus included therein: the Depositary Shares will be
duly and validly authorized and, when the depositary receipts
evidencing rights in the Depositary Shares are duly executed
by the relevant Depositary and registered, and the Depositary
Shares sold and delivered at the price and in accordance with
the terms set forth in the Registration


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Statement, the supplement or supplements to the Prospectus
included therein and the Deposit Agreement and the applicable
definitive purchase, underwriting or similar agreement, will
be validly issued and will entitle the holders thereof to the
rights specified in the Deposit Agreement and the depositary
receipts evidencing rights therein, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
creditors' rights generally and subject to general principles
of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

(iii) Assuming the taking of appropriate corporate action by the
Company and, as applicable, its shareholders, the
effectiveness of the Registration Statement under the Act, the
compliance with the "blue sky" laws of certain states; the due
execution and delivery by the parties thereto of the Warrant
Agreement, and each amendment of or supplement to the Warrant
Agreement, as the case may be (any such Warrant Agreement, as
so amended or supplemented, being referred to in this
paragraph as a "Warrant Agreement"), that the relevant Warrant
Agreement is consistent with the summary description thereof
contained in the Registration Statement, and that any Common
Shares, Preference Shares or Debt Securities underlying the
relevant Warrant Agreement are duly authorized and validly
issued: the Warrants will be duly and validly authorized and,
when the Warrants are duly executed by the Company and sold
and delivered at the price and in accordance with the terms
set forth in the Registration Statement, the supplement or
supplements to the Prospectus included therein and the
relevant Warrant Agreement and the applicable definitive
purchase, underwriting or similar agreement, the Warrants will
be valid and binding obligations of the Company, entitled to
the benefits of the relevant Warrant Agreement, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting
creditors' rights generally and subject to general principles
of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

(iv) Assuming the taking of appropriate corporate action by the
Company, the effectiveness of the Registration Statement under
the Act, the compliance with the "blue sky" laws of certain
states, the due execution and delivery by the parties thereto
of a Preferred Securities Guarantee Agreement relating to the
Trust Preferred Securities and each amendment thereof or
supplement thereto (any such Preferred Securities Guarantee
Agreement, as so amended or supplemented, being referred to in
this paragraph as a "Guarantee Agreement"), and that the
relevant Guarantee Agreement will be consistent with the form
thereof filed as an exhibit to the Registration Statement: the
Guarantee, when duly executed, delivered and endorsed, will be
a valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws
affecting the enforceability of creditors' rights generally
and to court decisions with respect thereto and to general
principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).




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(v) Assuming the taking of appropriate corporate action by the
Company and, as applicable, its shareholders, the
effectiveness of the Registration Statement under the Act, the
compliance with the "blue sky" laws of certain states, the due
authorization, execution and delivery by the parties thereto
of a Share Purchase Contract and each amendment thereof or
supplement thereto (any such Share Purchase Contract, as so
amended or supplemented, being referred to in this paragraph
as a "Share Purchase Contract"), that the relevant Share
Purchase Contract is consistent with the summary description
thereof set forth in the Registration Statement, and that any
Common Shares, Preference Shares or Debt Securities underlying
the relevant Share Purchase Contract, and any Debt Securities
or Trust Preferred Securities issued as security for the
relevant Share Purchase Contract as part of a Share Purchase
Unit are duly authorized and validly issued: the Share
Purchase Contract, when duly executed and delivered, will be a
legal and valid obligation of the Company enforceable against
the Company in accordance with its terms, and the interests
therein, when duly sold and delivered at the price and in
accordance with the terms set forth in the Registration
Statements, the supplement or supplements to the Prospectus
included therein and the applicable definitive purchase,
underwriting or similar agreement, will be valid and binding
obligations of the Company, entitled to the benefits provided
by the Share Purchase Contract, except as such enforceability
may be limited by applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar
laws affecting creditors' rights and remedies and to general
principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law).

(vi) The Trust has been duly created and is validly existing in
good standing as a business trust under the Delaware Business
Trusts Act.

(vii) Assuming the taking of appropriate corporate and trust action
by the Company and the Capital Trust, the effectiveness of the
Registration Statement under the Act, the qualification of the
Junior Subordinated Indenture and/or the Trust Agreement
Subordinated Indenture, as the case may be, under the Trust
Indenture Act, the compliance with the "blue sky" laws of
certain states, the due execution and delivery by the parties
thereto of the respective Trust Agreement and the Junior
Subordinated Indenture, and each amendment of or supplement to
the Trust Agreement or the Junior Subordinated Indenture, as
the case may be (collectively, as so amended or supplemented,
being referred to in this paragraph as the "Trust Agreements,"
and the trustees under any such instruments being referred to
in this paragraph as "Trustees"), and that the relevant Trust
Agreement and Junior Subordinated Indenture is consistent with
the respective forms thereof filed as an exhibit to the
Registration Statement: when the Trust Preferred Securities
are duly executed by the Capital Trust, authenticated by the
relevant Trustee and sold and delivered at the price and in
accordance with the terms set forth in the Registration
Statement, the supplement or supplements to the Prospectus
included therein and the relevant Indenture and the applicable
definitive purchase, underwriting or similar agreement, the
Trust Preferred Securities will represent valid and, subject



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to the qualifications set forth in paragraph (viii) below,
fully paid and nonassessable undivided beneficial interests in
the assets of the Capital Trust.

(viii) Assuming the taking of appropriate corporate and trust
action by the Company and the Capital Trust, the due execution
and delivery by the parties thereto of the respective Trust
Agreement and the Junior Subordinated Indenture and each
amendment of or supplement to the Trust Agreement or the
Junior Subordinated Indenture, as the case may be, and that
the relevant Trust Agreement and Junior Subordinated Indenture
is consistent with the respective forms thereof filed as an
exhibit to the Registration Statement: the holders of the
Trust Preferred Securities, as beneficial owners of the
Capital Trust, 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. We note that the
holders of the Trust Preferred Securities may be obligated to
make payments as set forth in the Trust Agreement.

We are members of the Bar of the State of New York and we
express no opinion as to the laws of any jurisdiction other than the laws of the
State of New York, the General Corporation Law of the State of Delaware, the
Business Trusts Act of the State of Delaware and the federal laws of the United
States of America. Insofar as the opinions expressed herein relate to or depend
upon matters governed by the laws of the Islands of Bermuda, we have relied upon
the opinion of Conyers Dill & Pearman dated the date hereof, which is being
filed as exhibit 5.1 to the Registration Statement. We believe that you and we
are justified in relying thereon.

We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Certain Legal Matters" in the
Prospectus. In giving the foregoing consents, 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. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.


Very truly yours,



/s/ Willkie Farr & Gallagher

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