EXHIBIT 5.1
Published on May 7, 2026
Exhibit 5.1
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7 May 2026
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RenaissanceRe Holdings Ltd.
Renaissance House
12 Crow Lane
Pembroke HM 19
Bermuda
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Dear Sirs,
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RENAISSANCERE HOLDINGS LTD. (Registration No. 18387) (the "Company")
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1.
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BACKGROUND
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We have acted as special Bermuda legal counsel to the Company in connection with the registration statement on form S-8 filed with the U.S. Securities and Exchange Commission (the "Commission")
on 7 May 2026 (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating
to the registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of 2,031,876 common shares of par value US$1.00 each ("Common Shares"),
issuable pursuant to the Company's 2026 Long-Term Incentive Plan (the "Plan", which term does not include any other document or agreement whether or not specifically referred to therein or attached as a
schedule thereto).
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2.
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DEFINITIONS AND INTERPRETATION
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| 2.1 |
Capitalised terms used but not otherwise defined in this Opinion shall have the meanings given to them in Part A of Schedule 4 (Definitions and Interpretation).
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| 2.2 |
This Opinion shall be interpreted and construed in accordance with Part B of Schedule 4 (Definitions and Interpretation).
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3.
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SCOPE
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| 3.1 |
This Opinion is limited to: (a) matters of the law and practice of Bermuda as at the date of this Opinion; and (b) matters expressly stated in this Opinion.
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| 3.2 |
We have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.
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Carey Olsen Bermuda Limited is a company limited by shares incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. The use of the
title "Partner" is merely to denote seniority. Services are provided on the basis of our current terms of business, which can be viewed at: http://www.careyolsen.com/terms-business.
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Page 2
| 3.3 |
This Opinion is based only on those matters of fact known to us at the date of this Opinion.
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4.
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DOCUMENTS EXAMINED AND SEARCHES
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| 4.1 |
In giving this Opinion we have examined a copy the Registration Statement and the Plan sent to us in electronic form by email.
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| 4.2 |
In addition, we have examined each Further Document.
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| 4.3 |
The Registration Statement, the Plan and the Further Documents are the only documents we have seen or examined for the purposes of this Opinion.
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| 4.4 |
The Searches are the only searches, investigations or enquiries we have carried out for the purposes of this Opinion.
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5.
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ASSUMPTIONS AND QUALIFICATIONS
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| 5.1 |
This Opinion is given:
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(a)
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in reliance on the Assumptions; and
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on the basis that the Assumptions (which we have not independently investigated or verified) are accurate, and have been accurate, in all respects at the date of this Opinion, and at all other relevant times.
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| 5.2 |
This Opinion is subject to the Qualifications.
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6.
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OPINION
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We are of the opinion that:
| 6.1 |
Due Incorporation and Valid Existence
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The Company is duly incorporated as an exempted company limited by shares, is validly existing under the law of Bermuda and in good standing as at the date of the Certificate of Compliance.
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Common Shares
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The Common Shares, when issued and paid for in accordance with the Plan, will be validly issued, fully paid and non-assessable.
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Page 3
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7.
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LAW GOVERNING THIS OPINION, LIMITATIONS, BENEFIT, DISCLOSURE AND RELIANCE
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| 7.1 |
This Opinion is governed by, and shall be construed in accordance with, the law of Bermuda.
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| 7.2 |
We assume no obligation to advise you or any other person, or undertake any investigations, as to any legal developments or factual matters arising after the date of this Opinion that might affect the opinions expressed herein.
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| 7.3 |
This Opinion is given solely for the purpose of the filing of the Registration Statement and is not to be relied upon in respect of any other matter.
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| 7.4 |
We hereby consent to the filing of this Opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are in 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.
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Yours faithfully
/s/ Carey Olsen Bermuda Limited
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Page 4
SCHEDULE 1
DOCUMENTS EXAMINED
Part A
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The Registration Statement
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2.
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The Plan
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Part B
Further Documents
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A certified copy of:
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| 3.1 |
the Certificate of Incorporation;
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| 3.2 |
the Memorandum of Association;
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| 3.3 |
the Bye-laws;
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| 3.4 |
the Register;
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| 3.5 |
the Director Resolutions; and
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| 3.6 |
the Form 8-K.
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The Certificate of Compliance.
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The Public Records.
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The Litigation Records.
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Page 5
SCHEDULE 2
ASSUMPTIONS
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1.
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Authenticity
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The genuineness and authenticity of all signatures, initials, stamps, seals and markings on all documents examined by us, including, in the case of copy documents examined by us, on the originals of
those copies.
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2.
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Copies
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The completeness and conformity to original documents of all copies examined by us.
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3.
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Execution Versions/Drafts
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Where we have been provided with a document (whether original or copy) in executed form or with only the signature page of an executed document, that such executed document does not differ from the
latest draft or execution version of the document provided to us and/or, where a document has been reviewed by us only in draft, execution or specimen form, it has been executed in the form of that draft, execution version or specimen.
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4.
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Share Capital
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The Company will have sufficient authorised capital to effect the issue of the Common Shares at the time of issuance, whether as a principal issue or on the conversion, exchange or exercise of any
securities.
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5.
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Compliance with Bye-Laws and Memorandum of Association
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| 5.1 |
The Company will issue the Common Shares in furtherance of its objects as set out in the Memorandum of Association.
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| 5.2 |
All necessary corporate action will be taken to authorise and approve any issuance of the Common Shares, and that the applicable definitive award agreement will be duly approved, executed and delivered by or on behalf of the Company and
all other parties thereto.
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6.
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Consideration
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| 6.1 |
Upon issue of any Common Shares, the Company will receive or has received consideration for the full issue price thereof which shall be equal to at least the par value thereof in accordance with the rules of the Plan.
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Page 6
| 6.2 |
The issuance and sale of and payment for the Common Shares will be in accordance with the Plan and/or the applicable award or similar agreement duly approved by the Board and the Registration Statement (including any prospectus set forth
therein and any supplements thereto).
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7.
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Register and Appointments
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The accuracy and completeness of the Register and that each director, alternate director (if any) and secretary of the Company has been validly appointed and each person who acts on behalf of any
corporate director or secretary of the Company is duly authorised to do so by that corporate director or secretary, respectively.
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8.
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Directors' Duties
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| 8.1 |
In resolving that the Company approve the Plan and authorise the issue of any Common Shares the directors of the Company were acting with a view to the best interests of the Company and were otherwise exercising their powers in accordance
with their duties under all applicable laws.
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| 8.2 |
Each director of the Company has disclosed all interests required to be disclosed by the Companies Act and the Bye-laws in accordance with the provisions of the Companies Act and the Bye-laws.
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9.
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Resolutions
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| 9.1 |
No resolution has been passed by the Board (or any committee of the directors) or the shareholders of the Company and there is no agreement or arrangement otherwise in place:
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limiting the powers of the Board;
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changing the quorum for meetings of the directors of the Company from that which is stated in the Bye-laws; or
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changing who may sign an instrument to which a seal of the Company is affixed or the number of such persons from that which is stated in the Bye-laws.
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The Director Resolutions were duly passed, are in full force and effect and have not been revoked, superseded or amended, and are the only resolutions passed by the directors of the Company (or any committee thereof) relating to the
matters referred to in those resolutions.
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The meeting at which the Director Resolutions were passed were duly convened and held and quorate throughout and the minutes of such meetings are an accurate record of the proceedings described in them.
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Page 7
| 9.4 |
The Shareholder Resolutions were duly passed, are in full force and effect and have not been revoked, superseded or amended, and are the only resolutions passed by the shareholders of the Company relating to the matters referred to in
those resolutions.
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10.
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Authorisations and Exemptions - Other Laws
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All consents, authorisations, registrations, approvals, licences filings, exemptions or other requirements of any governmental, judicial or other public bodies or authorities required to be
obtained, made or satisfied by the Company under any law (other than the law of Bermuda) in connection with the Registration Statement and the issue of any Common Shares, have been obtained, made or satisfied
and, where appropriate, remain in full force and effect.
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11.
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No Conflict – Foreign Law or Regulation
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There is no provision of the law or regulation of any jurisdiction other than Bermuda that would have any adverse implication in relation to the opinions expressed in this Opinion.
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12.
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Other Documents
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The accuracy, correctness and completeness of all statements, assessments and opinions as to matters of fact contained in the Registration Statement and each Further Document.
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13.
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Unknown Facts
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That there is no document or other information or matter (including, without limitation, any arrangement or understanding) that has not been provided or disclosed to us that is relevant to or that
might affect the opinions expressed in this Opinion.
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14.
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Searches
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| 14.1 |
The Public Records are accurate and complete, with all documents or information that are required to be filed or registered by or in relation to the Company with the Registrar of Companies (whether or not any time limit for such filing or
registration has yet expired) having been so filed or registered and appearing on the Public Records.
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The Litigation Records are accurate and complete.
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| 14.3 |
The Certificate of Compliance is accurate and complete and there has been no change in the records relating to the Company available to the Registrar of Companies since the time of issue of the Certificate of Compliance.
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Page 8
| 14.4 |
There has been no change in the public records relating to the Company available for inspection on the companies register at the offices of the Registrar of Companies since the time we carried out the Public Records Search.
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| 14.5 |
There has been no change in the entries and filings in respect of the Company in the Cause Book of the Supreme Court or the Register of Judgments maintained at the Registry of the Supreme Court since the time we carried out the Litigation
Search.
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Page 9
SCHEDULE 3
QUALIFICATIONS
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1.
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No Conflict – Contractual Obligations etc.
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We offer no opinion on whether there are any contractual or other obligations or restrictions binding on the Company that would or could have any adverse implication in relation to the opinions
expressed in this Opinion.
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Representations and Warranties
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Unless expressly stated otherwise, we offer no opinion in relation to the factual accuracy of any representation or warranty made or given in or in connection with the
Registration Statement or any Further Document.
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3.
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Non-Assessable
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Any reference in this Opinion to Common Shares being "non-assessable" means, in relation to fully-paid securities of the Company and subject to any contrary provision in any agreement in writing
between the Company and the holder of securities, that: no security holder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their securities, to satisfy claims of creditors of the
Company, or otherwise; and no security holder shall be bound by an alteration of the Memorandum of Association or Bye-Laws after the date on which he became a security holder, if and so far as the alteration requires him to take, or subscribe for
additional securities, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.
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4.
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Searches/Registries
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| 4.1 |
The Public Records Search and the Litigation Search are not conclusively capable of revealing whether or not:
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a winding up, dissolution, reconstruction or reorganisation order has been made or a resolution passed for the winding up, dissolution, reconstruction or reorganisation of the Company; or
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an order has been made or a resolution passed appointing a receiver or liquidator in respect of the Company,
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as notice of these matters might not be filed with the Registrar of Companies immediately or at all and, if filed, might not be entered on the public records of the Company immediately and orders
made by the Supreme Court may not be entered into the Litigation Records immediately.
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Page 10
SCHEDULE 4
DEFINITIONS AND INTERPRETATION
Part A - Definitions
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"Assumptions"
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means the assumptions set out in Schedule 2 (Assumptions);
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"Board"
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means the board of directors of the Company;
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"Bye-laws"
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means the bye-laws of the Company, as referred to in the Secretary's Certificate;
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"Certificate of Compliance"
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means the certificate of compliance in respect of the Company dated 7 May 2026, issued by the Registrar of Companies;
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"Certificate of Incorporation"
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means the Company's certificate of incorporation, as referred to in the Secretary's Certificate;
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"Companies Act"
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means the Companies Act 1981, as amended;
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"Director Resolutions"
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means an extract of the minutes of a meeting of the Board held on 11 February, 2026, as referred to in the Secretary's Certificate;
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"Form 8-K"
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means the form 8-K dated May 5, 2026 as filed with the Commission which describe the Shareholder Resolutions;
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"Further Documents"
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means the documents listed in Part B of Schedule 1 (Documents Examined);
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"Litigation Records"
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means the entries and filings in respect of the Company in the Cause Book of the Supreme Court and in the Register of Judgements maintained at the Registry of the Supreme Court at the time we carried out the
Litigation Search;
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"Litigation Search"
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means our inspection of the Litigation Records at 11:32am on 7 May 2026;
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"Memorandum of Association"
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means the memorandum of association of the Company, as referred to in the Secretary's Certificate;
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"Opinion"
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means this legal opinion and includes the Schedules;
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"Public Records"
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means the public records of the Company available for inspection at the offices of the Registrar of Companies at the time we carried out the Public Records Search;
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"Public Records Search”
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means our inspection of the Public Records at 12:14pm on 7 May 2026;
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"Qualifications"
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means the observations and qualifications set out in Schedule 3 (Qualifications);
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Page 11
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"Register"
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means the register of directors and officers of the Company as referred to in the Secretary's Certificate;
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"Registrar of Companies"
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means the Registrar of Companies in Bermuda;
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"Searches"
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means the Public Records Search and the Litigation Search;
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"Secretary's Certificate"
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means the certificate of the Secretary of the Company dated 7 May 2026;
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"Shareholder Resolutions"
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means the resolutions passed at the annual general meeting of the Company held on 5 May, 2026; and
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"Supreme Court"
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means the Supreme Court of Bermuda.
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Part B – Interpretation
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1.
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References in this Opinion to:
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a Schedule are references to a schedule to this Opinion;
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a "person" includes any body of persons corporate or unincorporated;
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| 1.3 |
legislation include, where relevant, a reference to such legislation as amended at the date of this Opinion;
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"you" means the Addressee(s) and where there is more than one Addressee, means each of them; and
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"we", "us" or "our" in relation to the examination, sight, receipt or review by us, or provision to us, of information or documents are references only to our lawyers who worked on the preparation of this Opinion acting for the Addressee
in this matter.
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| 2. |
Where a capitalised term appears in the left-hand column of Part A of Schedule 4 (Definitions and Interpretation) in the singular, its plural form, if used in this Opinion, shall be construed
accordingly, and vice versa.
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| 3. |
Headings in this Opinion are inserted for convenience only and shall not affect the construction of this Opinion.
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