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


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") and RenaissanceRe Capital
Trust II (the "Capital Trust") with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the offering by the
Company and the Capital Trust of up to $400,000,000 of the Company's and the
Capital Trusts securities.

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 Current Report on Form 8-K filed on April 23, 2001
under the heading "U.S. taxing authorities could contend that our Bermuda
subsidiaries are subject to U.S. corporate income tax" and incorporated by
reference into the Registration Statement, 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



RenaissanceRe Holdings Ltd.
September 28, 2001
Page 2


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