Attached files
| file | filename |
|---|---|
| EX-4.3 - EXHIBIT 4.3 - PARTNERRE LTD | dp16912_ex0403.htm |
| 8-K - FORM 8-K - PARTNERRE LTD | dp16912_8k.htm |
| EX-4.1 - EXHIBIT 4.1 - PARTNERRE LTD | dp16912_ex0401.htm |
| EX-4.4 - EXHIBIT 4.4 - PARTNERRE LTD | dp16912_ex0404.htm |
| EX-5.1 - EXHIBIT 5.1 - PARTNERRE LTD | dp16912_ex0501.htm |
| EX-1.1 - EXHIBIT 1.1 - PARTNERRE LTD | dp16912_ex0101.htm |
| EX-4.2 - EXHIBIT 4.2 - PARTNERRE LTD | dp16912_ex0402.htm |
Exhibit
5.2
Dear
Sirs,
Registration Statement on
Form S-3
I am Associate
General Counsel for PartnerRe Ltd., a company incorporated under the laws of
Bermuda (“PartnerRe”),
in connection with the filing by PartnerRe and PartnerRe B LLC (“PartnerRe Finance”) of the
Registration Statement on Form S-3 with the United States Securities and
Exchange Commission (File No. 333-138531) (the “Registration Statement”),
under which PartnerRe and PartnerRe Finance have registered under the United
States Securities Act of 1933, as amended (the “Securities Act”) $500,000,000
aggregate principal amount of PartnerRe Finance’s 5.500% Senior Notes Due 2020
(the “Notes”). The Notes
are to be issued pursuant to an Indenture and First Supplemental Indenture, each
dated March 15, 2010 (together, the “Indenture”) among PartnerRe
Finance, PartnerRe and The Bank of New York Mellon, as Trustee. The Notes are to
be guaranteed pursuant to a Senior Debt Securities Guarantee Agreement and First
Supplemental Debt Securities Guarantee Agreement, each dated March 15, 2010
(together, the “Guarantee”) between PartnerRe
and The Bank of New York, as Trustee.
Capitalized terms
used but not defined herein have the meaning assigned to them in the
Indenture.
In stating my
opinion I have reviewed such documents and have relied upon originals or
certified copies of such documents as I have deemed relevant and necessary as a
basis for such opinion, and I have not attempted independently to verify or
establish the factual matters set forth in such documents.
Opinion
Based upon and
subject to the foregoing and subject to the reservation set out below and to any
matters not disclosed to me, I am of the opinion that PartnerRe has the power
and authority to enter into the Indenture and the Guarantee; the execution,
delivery and performance of its obligations under the Indenture and the
Guarantee by PartnerRe have been duly and validly authorized by PartnerRe; and
the Indenture and Guarantee have been duly executed and delivered by
PartnerRe.
Reservation
I express no
opinion as to any law other than Bermuda law and the opinion expressed herein
does not relate to compliance with or matters governed by the laws of any
jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied
by the courts of Bermuda at the date hereof.
Disclosure
This opinion is
addressed to you in connection with the offering of the Notes. I consent to the
inclusion of this opinion as an Exhibit to the Registration Statement. I further
consent to the reference to me under the caption “Validity of the Notes” in the
prospectus supplement relating to the Notes. In neither case do I admit that I
am an expert within the meaning of the Securities Act.
|
PartnerRe
Ltd.
Fifth
Floor, Wellesley House
South
90
Pitts Bay Road,
Pembroke,
HM 08, Bermuda
|
Tel:
+1 441 292 0888
Fax:
+1 441 292 7010
|
www.partnerre.com
The
thinking insurer’s
reinsurer.
|
 |
|
 |
This opinion speaks
as of its date and is strictly limited to the matters stated herein and I assume
no obligation to review or update this opinion if applicable law or the existing
facts or circumstances should change. This opinion is governed by and is to be
construed in accordance with Bermuda law. It is given on the basis that it will
not give rise to any legal proceedings with respect thereto in any jurisdiction
other than Bermuda.
| /s/ Jean-Paul Dyer |
|
Jean-Paul
Dyer
Associate
General Counsel
|
|
PartnerRe
Ltd.
Fifth
Floor, Wellesley House
South
90
Pitts Bay Road,
Pembroke,
HM 08, Bermuda
|
Tel:
+1 441 292 0888
Fax:
+1 441 292 7010
|
www.partnerre.com
The
thinking insurer’s
reinsurer.
|
2
|
Jean-Paul
Dyer
Associate
General Counsel
|
SCHEDULE
|
1.
|
A copy of the
Indenture among PartnerRe Finance, as issuer, PartnerRe, as guarantor, and
The Bank of New York Mellon, as trustee dated March 15,
2010.
|
|
2.
|
A copy of the
First Supplemental Indenture among PartnerRe Finance, as issuer,
PartnerRe, as guarantor, and The Bank of New York Mellon, as trustee dated
March 15, 2010.
|
|
3.
|
The
Certificate of Incorporation, Memorandum of Association and Bye-Laws of
PartnerRe.
|
|
4.
|
A copy of the
Senior Debt Securities Guarantee Agreement with respect to the senior debt
securities to be issued by PartnerRe Finance dated March 15,
2010.
|
|
5.
|
A copy of the
First Supplemental Debt Securities Guarantee Agreement with respect to the
senior debt securities to be issued by PartnerRe Finance dated March 15,
2010.
|
|
PartnerRe
Ltd.
Fifth
Floor, Wellesley House
South
90
Pitts Bay Road,
Pembroke,
HM 08, Bermuda
|
Tel:
+1 441 292 0888
Fax:
+1 441 292 7010
|
www.partnerre.com
The
thinking insurer’s
reinsurer.
|
3