OPINION OF WILLKIE FARR & GALLAGHER

[Letterhead of Willkie Farr & Gallagher]


September 28, 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
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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 $400,000,000
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 incorporated by reference 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 incorporated by reference 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 incorporated by reference as an exhibit to the
Registration Statement, (vii) the Certificate of Trust of the Capital Trust,
dated as of January 5, 2001, incorporated by reference 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 incorporated by reference 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.

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:


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(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 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



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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 Capital 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).

(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


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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 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


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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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