[Letterhead of Conyers Dill & Pearman]

16 October, 2001


RenaissanceRe Holdings Ltd.
Renaissance House
8-12 East Broadway
Hamilton HM 11
Bermuda

Dear Sirs

RE:  RENAISSANCERE HOLDINGS LTD. (THE "COMPANY") AND COMMON SHARES
     OF THE COMPANY OF US$1.00 PAR VALUE EACH (ACOMMON SHARES@)

We have acted as your special counsel in Bermuda in connection with the listing
application to the New York Stock Exchange, Inc. with respect to 2,500,000
Common Shares (the "Shares") which are to be issued and sold by the Company
under its Registration Statement on Form S-3 filed on September 28, 2001 and
covering the offer of up to US$400,000,000 of the Company's securities (the
"Registration Statement") as supplemented by its Prospectus Supplement (the
"Prospectus") dated October 15, 2001, pursuant to the terms of an underwriting
agreement (the "Underwriting Agreement") dated October 15, 2001 among the
Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

For the purposes of giving this opinion, we have examined a copy of the
Underwriting Agreement, copies of the Registration Statement and the Prospectus
as 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,
and originals or copies of the memorandum of association and bye-laws of the
Company. We have also examined such certificates of directors and officers of
the Company, minutes and draft minutes of meetings of directors and of
shareholders 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.

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, and the authenticity and completeness of the originals
         from which such copies were taken;




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(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;

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

(iv)     The Company will receive money or money's worth for each Share of not
         less than the par value of such Share;

(v)      The total number of shares of the Company in issue at any time will not
         exceed the number of shares in its authorised capital.

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. This opinion is issued
solely for your benefit and is not to be relied upon by any other person, firm
or entity or in respect of any other matter.

On the basis of and subject to the foregoing we are of the opinion that:

1.       The statements in the Prospectus under the captions "Taxation of the
         Company, Renaissance Reinsurance and Glencoe - Bermuda" and Taxation of
         Shareholders - Bermuda Taxation" insofar as they purport to describe
         the provisions of the laws of Bermuda referred to therein, are accurate
         and correct in all material respects.

2.       The Shares have been duly authorised and, when issued in accordance
         with the duly executed Underwriting Agreement 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 the 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



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Page 3

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.

We hereby consent to the filing of this opinion with the SEC. 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 Securities Act

Yours faithfully
/s/ CONYERS DILL & PEARMAN