Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - REINSURANCE GROUP OF AMERICA INC | c64860e8vk.htm |
| EX-5.1 - EX-5.1 - REINSURANCE GROUP OF AMERICA INC | c64860exv5w1.htm |
| EX-1.1 - EX-1.1 - REINSURANCE GROUP OF AMERICA INC | c64860exv1w1.htm |
| EX-99.1 - EX-99.1 - REINSURANCE GROUP OF AMERICA INC | c64860exv99w1.htm |
Exhibit 8.1
May 25, 2011
Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Reinsurance Group of America, Incorporated, a Missouri
corporation (“RGA”), in connection with the public offering of $400,000,000 aggregate principal
amount of 5.000% Senior Notes due 2021 (the “Notes”), pursuant to the prospectus supplement dated
May 24, 2011 (“Prospectus Supplement”) to the prospectus dated December 10, 2008 (the “Prospectus”)
contained in RGA’s Registration Statement on Form S-3 (File Nos. 333-156052, 333-156052-01 and
333-156052-02) (such Registration Statement, including the Prospectus and Prospectus Supplement
contained therein, the “S-3 Registration Statement”) filed by RGA under the Securities Act of 1933,
as amended. The Notes are being issued under a Senior Indenture dated as of December 19, 2001, as
supplemented by the Fourth Supplemental Senior Indenture (the “Indenture”), between RGA and The
Bank of New York Mellon Trust Company, N.A., as trustee. Unless otherwise indicated, each defined
term has the meaning ascribed to it in the S-3 Registration Statement.
In connection with this opinion, we have examined and are familiar with originals and copies,
certified or otherwise identified to our satisfaction, of the (i) the S-3 Registration Statement,
(ii) the Indenture, and (iii) such other documents as we have deemed necessary or appropriate in
order to enable us to render this opinion.
In rendering our opinion, we have assumed, with your permission, that (i) the final executed
version of the Indenture will be identical in all material respects to the version most recently
supplied to us and that such final version will be valid and enforceable in accordance with its
terms, (ii) the information set forth in the S-3 Registration Statement and the Indenture is true,
complete and correct, and (iii) the legal capacity of each natural person, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and the conformity to
original documents of all documents submitted to us as copies or drafts. We have assumed without
independent verification that the factual information set forth in the Prospectus and Prospectus
Supplement relating to the Notes and the offering of the Notes 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 Notes. Any material changes in the facts referred to, set forth
or assumed herein or in the Prospectus or Prospectus Supplement may affect the conclusions stated
herein.
In addition, in rendering our opinion, we have considered the applicable provisions of (a)
the Internal Revenue Code of 1986 as in effect on the date hereof (the “Code”), (b) the applicable
Treasury Regulations as in effect on the date hereof (the
Bryan
Cave LLP
Reinsurance Group of America, Incorporated
May 25, 2011
Page 2
May 25, 2011
Page 2
“Regulations”), (c) current administrative interpretations by the Internal Revenue
Service (the “Service”) of the Regulations and the Code, (d) existing judicial decisions, (e) such
other authorities as we have considered relevant, and (f) our interpretation of the foregoing
authorities, all of which such preceding authorities are subject to change or modification at any
time (possibly with retroactive effect).
Based solely upon the foregoing, and subject to the assumptions, qualifications and
limitations stated herein and the assumptions, qualifications and limitations set forth in the S-3
Registration Statement, we are of the opinion that the discussions set forth in the Prospectus
Supplement under the subheading “Material United States federal income tax consequences” to the
extent that such discussions relate to matters of United States federal income tax law or legal
conclusions with respect thereto, are accurate in all material respects.
We express our opinion herein only to those matters specifically set forth above and no
opinion should be inferred as to the tax consequences, whether federal, state, local or foreign,
of any transactions related to the S-3 Registration Statement, or contemplated by the S-3
Registration Statement. We do not express any opinion herein concerning any law other than the
federal income tax law of the United States. No assurance can be given that our opinion will not
be challenged by the Service or any other taxing authority, or that any such challenge will not be
successful.
The foregoing opinion reflects our best professional judgment as to the correct U.S. federal
tax consequences of the transaction to which this opinion relates. Our opinion is expressly
conditioned on, among other things, the accuracy of all such facts, information, statements and
representations as of the date hereof. Any material change in the law, authorities, or facts
referred to, set forth, relied upon or assumed herein, or in the S-3 Registration Statement could
affect the conclusions stated herein. This opinion is expressed as of the date hereof, and we are
under no obligation to supplement or revise our opinion to reflect any changes (including changes
that have retroactive effect) (a) in applicable law or (b) that would cause any statement,
representation or assumption herein to no longer be true or correct.
This opinion has been prepared for RGA in connection with certain transactions set forth in
the S-3 Registration Statement. We hereby consent to the filing of this opinion as Exhibit 8.1 to
the S-3 Registration Statement, 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, as amended, or the rules and regulations
thereunder.
Sincerely,
Bryan Cave LLP