Attached files
file | filename |
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8-K - FORM 8-K - REINSURANCE GROUP OF AMERICA INC | c63083e8vk.htm |
EX-4.1 - EX-4.1 - REINSURANCE GROUP OF AMERICA INC | c63083exv4w1.htm |
EX-8.2 - EX-8.2 - REINSURANCE GROUP OF AMERICA INC | c63083exv8w2.htm |
EX-10.1 - EX-10.1 - REINSURANCE GROUP OF AMERICA INC | c63083exv10w1.htm |
EX-99.2 - EX-99.2 - REINSURANCE GROUP OF AMERICA INC | c63083exv99w2.htm |
EX-99.1 - EX-99.1 - REINSURANCE GROUP OF AMERICA INC | c63083exv99w1.htm |
Exhibit 8.1
February 16, 2011
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017
Ladies and Gentlemen:
We have acted as counsel to Reinsurance Group of America, Incorporated, a Missouri corporation
(the Company), in connection with the offering of up to 5,628,350 shares of common stock (the
Common Stock) issuable upon exercise of warrants issued as part of the Companys Trust PIERS
Units issued on December 18, 2001 in a public offering, pursuant to the Prospectus Supplement dated
February 16, 2011 (the Prospectus Supplement) to the Prospectus (the Prospectus) contained in
the Companys Registration Statement on Form S-3 (File Nos. 333-172296 and 333-172296-01) filed by
the Company pursuant to the Securities Act of 1933, as amended. Except as otherwise indicated
herein, all capitalized terms used in this letter have the same meaning assigned to them in the
Prospectus Supplement.
In rendering our opinion, we have examined and relied upon, without independent investigation
as to matters of fact, the Prospectus Supplement and such other documents, certificates and
instruments as we have considered relevant for purposes of this opinion. We have assumed without
independent verification that the factual information set forth in the Prospectus Supplement is
accurate and complete in all material respects and our opinion is conditioned expressly on, among
other things, the accuracy as of the date hereof, and the continuing accuracy, of all of such
factual information through and as of the date of issuance of the Common Stock. Any material
changes in the facts referred to, set forth or assumed herein or in the Prospectus Supplement may
affect the conclusions stated herein
In rendering our opinion, we have considered the applicable provisions of (a) the Internal
Revenue Code of 1986, as amended (the Code) as in effect on the date hereof, and our
interpretations of the Code, (b) the applicable Treasury regulations as currently in effect and our
interpretations of such regulations (the Regulations), (c) current administrative interpretations
by the Internal Revenue Service (Service) of the Regulations and the Code, and (d) existing
judicial decisions, all of which are subject to change or modification at any time (possibly with
retroactive effect) and such other authorities as we have considered relevant. It should be noted
that such laws, Code, Regulations, judicial decisions and administrative interpretations are
subject to change at any time and, in some
Reinsurance Group of America, Incorporated
February 16, 2011
Page 2
February 16, 2011
Page 2
circumstances, with retroactive effect. A material change in any of the authorities upon which our opinion is based could affect our conclusions
herein.
Based solely upon the foregoing and in reliance thereon and subject to the exceptions,
limitations and qualifications stated herein, we are of the opinion that the statements contained
in the Prospectus Supplement under the caption Material United States Federal Income and Estate
Tax Consequences insofar as such statements constitute matters of law or legal conclusions, as
qualified therein, are true, correct and complete in all material respects.
Except as expressly set forth above, we express no other opinion. We hereby consent to the
filing of this opinion as an exhibit to the Companys Form 8-K, and to the references to our firm
name therein. In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission.
Sincerely,
/s/ Bryan Cave LLP