Exhibit 5.3


                  [Letterhead of Richards, Layton & Finger PA]





                                September 8, 2003




Scottish Holdings Statutory Trust II
c/o Scottish Re Group Limited
P.O. Box HM 2939
CrownHouse, Third Floor
4 Par-la-Ville Road
Hamilton HM12
BERMUDA


     Re:  Scottish Holdings Statutory Trust II

Ladies and Gentlemen:

          We have acted as special Delaware counsel for Scottish Re Group
Limited (f/k/a Scottish Annuity & Life Holdings, Ltd.), a Cayman Island exempted
company (the "Company"), and Scottish Holdings Statutory Trust II, a Delaware
statutory trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.

          For purposes of giving the opinions hereinafter set forth, we have
made such inquiries and have examined such documents as we have considered
necessary or appropriate for purposes of giving the opinions hereinafter set
forth, including the examination of originals or copies of the following:

          (a) The Certificate of Trust of the Trust, dated April 11, 2003, as
filed with the office of the Secretary of State of the State of Delaware (the
"Secretary of State") on April 11, 2003 (the "Certificate of Trust");

          (b) The Declaration of Trust of the Trust, dated as of April 11, 2003,
between the Company and the trustees of the Trust named therein;

          (c) The Registration Statement on Form S-3, including a preliminary
prospectus with respect to the Trust (the "Prospectus"), relating to the
Preferred Securities of the Trust representing preferred undivided beneficial
interests in the assets of the Trust (each, a "Preferred Security" and
collectively, the "Preferred Securities"), filed by the Company and the Trust
with the Securities and Exchange Commission (the "SEC") on or about April 15,
2003, as amended by Post Effective Amendment No. 1 thereto, filed by the Company
and the Trust with the SEC on or about September 8, 2003 (as amended, the
"Registration Statement");

          (d) A form of Amended and Restated Declaration of Trust for the Trust,
to be entered into between the Company, the trustees of the Trust named therein,
and the holders, from time to time, of the undivided beneficial interests in the
assets of the Trust (including Schedule I




Scottish Holdings Statutory Trust II
September 8, 2003
Page 2


and Exhibits A and B thereto) (the "Declaration of Trust"), attached as an
exhibit to the Registration Statement; and

          (e) A Certificate of Good Standing for the Trust, dated September 8,
2003, obtained from the Secretary of State.

          Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declaration of Trust.

          With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that the Declaration
of Trust and the Certificate of Trust are in full force and effect and have not
been amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Preferred Security is to be issued by the Trust (collectively, the "Preferred
Security Holders") of a certificate for such Preferred Security in the form
prescribed by the Declaration of Trust and the payment for such Preferred
Security, in accordance with the Declaration of Trust and the Registration
Statement, and (vii) that the Preferred Securities are issued and sold to the
Preferred Security Holders in accordance with the Declaration of Trust and the
Registration Statement. We have not participated in the preparation of the
Registration Statement and assume no responsibility for its contents.

          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating




Scottish Holdings Statutory Trust II
September 8, 2003
Page 3


thereto. Our opinions are rendered only with respect to Delaware laws and rules,
regulations and orders thereunder which are currently in effect.

          Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

          1. The Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act.

          2. The Preferred Securities of the Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.

          3. The Preferred Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Declaration of
Trust.

          We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.


                                      Very truly yours,

                                      /s/ Richards, Layton & Finger PA


CDK/pm