OPINION OF COUNSEL

EXHIBIT 5.1

6th August 1998

RenaissanceRe Holdings Ltd.
48 Church Street
Hamilton HM 12
Bermuda


Dear Sirs:

RE: RenaissanceRe Holdings Ltd. (the "Company") and common shares
of the Company of US$1.00 par value each ("Common Shares")

We have acted as your Bermuda counsel in connection with the Registration
Statement ("Registration Statement") on Form S-8, filed with the United States
Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as
amended ("Act") of the United States of America, with respect to the
registration of 100,000 shares (the "Directors Plan Shares") authorized to be
sold under the RenaissanceRe Holdings Ltd. Amended and Restated Non-Employee
Director Stock Plan (the "Directors Plan") and 50,000 Common Shares (the "Option
Shares" and, together with the Directors Plan Shares, the "Shares") which are
authorized to be issued upon exercise of options granted under the Nobel
Insurance Limited Incentive Stock Option Plan (the "Incentive Plan").

For the purposes of giving this opinion, we have examined a copy of the
Registration Statement and originals or copies of the memorandum of association
and amended and restated bye-laws of the Company. We have also examined such
certificates of directors and officers of the Company, minutes of meetings of
directors of the Company and such other certificates, agreements, instruments
and documents in Bermuda as we have deemed necessary in order to render the
opinions set forth below.




RenaissanceRe Holdings Ltd
6th August, 1998
Page 2


We have assumed:

(i) The genuineness and authenticity of all signatures and the conformity to
the originals of all copies of documents (whether or not certified)
examined by us;

(ii) The accuracy and completeness of all factual representations and
warranties made in the documents, and of the minutes and the draft minutes
of meetings of directors and of shareholders of the Company, examined by
us; and

(iii) That there is no provision of the law of any jurisdiction, other than
Bermuda, which should have any implication in relation to the opinions
expressed herein.

We have made no investigation of and express no opinion in relation to the laws
of any jurisdiction other than Bermuda. This opinion is governed by and
construed in accordance with the laws of Bermuda and is limited to and is given
on the basis of the current law and practice in Bermuda.

On the basis of and subject to the foregoing we are of the opinion that all of
the Shares have been duly authorised and, when issued, in the case of the
Directors Plan Shares, in accordance with the terms of the Directors Plan, and
in the case of the Option Shares, in accordance with the obligations of the
Company under Section 4.8 of the Stock Purchase Agreement among RenaissanceRe
Holdings Ltd., Renaissance U.S. Holdings Inc., Nobel Insurance Limited and Nobel
Holdings, Inc. dated December 19, 1997, and duly paid for, will be validly
issued and fully paid and as such be non-assessable; no personal liability will
attach to the holders of such Common Shares solely by reason of ownership
thereof.

Our reservation with respect to the foregoing opinion is as follows:

"Non-assessability" is not a legal concept under Bermuda law, but when we
describe shares as being "non-assessable" (see above) we mean with respect to
the shareholders of the company, in relation to fully paid shares of the company
and subject to any contrary provision in any agreement in writing between that
company and any one of its shareholders holding such shares but only with
respect to such shareholder, that such shareholder shall not be bound by an
alteration to the memorandum of association or the bye-laws of that company
after the date upon which they became such shareholders, if and so far as the
alteration requires them to take or subscribe for additional shares, or in any
way increases their liability to contribute to the share capital of, or
otherwise pay money to, such company.



RenaissanceRe Holdings Ltd
6th August, 1998
Page 3


We hereby consent to the filing of this opinion with the SEC and as an exhibit
to the Registration Statement and to the references to this Firm in the
Registration Statement. As Bermuda attorneys, however, we are not qualified to
opine on matters of law of any jurisdiction other than Bermuda. Accordingly, we
do not admit to being an expert within the meaning of the Act.

Yours faithfully

/s/ CONYERS DILL & PEARMAN