EX-5.1 5 file005.htm OPINION OF MAPLES AND CALDER

                         [Maples and Calder letterhead]


Scottish Re Group Limited
P.O. Box HM2939
Crown House, Third Floor
4 Par-la-Ville Road
Hamilton HM12
Bermuda

New York Stock Exchange, Inc.
20 Broad Street, 17th Floor,
New York, New York 10005,
USA

Computershare Investor Services, LLC
3020 Legacy Drive, Suite 100-307
Plano, TX 75023












July 1, 2005





Dear Sir,


SCOTTISH RE GROUP LIMITED
-------------------------


We have acted as counsel as to Cayman Islands law to Scottish Re Group Limited
(the "Company") in connection with the proposed registration with the Securities
and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended
(the "Act") and the related application for listing on the New York Stock
Exchange, Inc. of 5,000,000 Non-Cumulative Perpetual Preferred Shares of the
Company, par value US$0.01 and liquidation preference of US$25 per share (the
"Preferred Shares") to be issued by the Company pursuant to the Company's
Registration Statement on Form S-3 (the "Registration Statement").




1   DOCUMENTS REVIEWED


We have reviewed originals, copies, drafts or conformed copies of the following
documents:

                                                                               2


1.1      the Certificate of Incorporation and Memorandum and Articles of
         Association of the Company as registered on 12 November, 1998 as
         amended by special resolutions passed on 14 December, 2001, 2 May, 2002
         and 7 April, 2005;

1.2      the minutes of the meeting of the Board of Directors of the Company
         held on 16 June, 2005 and 28 June, 2005 (together, the "Minutes"), the
         minutes of the meeting of the Pricing Committee dated 28 June, 2005
         (together with the Minutes, the "Meeting") and the corporate records of
         the Company maintained at its registered office in the Cayman Islands;

1.3      the Prospectus Supplement dated 28 June, 2005 (the "Prospectus
         Supplement") relating to the Offering by the Company of the Preferred
         Shares, and supplement to the Prospectus dated 2 March, 2004 referred
         to therein (the "Basic Prospectus" and together with the Prospectus
         Supplement, the "Prospectus");

1.4      the Registration Statement;

1.5      the Underwriting Agreement dated as of 28 June, 2005 among the Company,
         Lehman Brothers Inc. ("Lehman Brothers") and the several underwriters
         named in Schedule I thereto (the "Underwriting Agreement");

1.6      a Certificate of Good Standing issued by the Registrar of Companies
         (the "Certificate of Good Standing"); and

1.7      a certificate from a Director of the Company the form of which is
         annexed hereto (the "Director's Certificate").

2   ASSUMPTIONS


The following opinion is given only as to, and based on, circumstances and
matters of fact existing and known to us on the date of this opinion. This
opinion only relates to the laws of the Cayman Islands which are in force on the
date of this opinion. In giving this opinion we have relied (without further
verification) upon the completeness and accuracy of the Director's Certificate
and the Certificate of Good Standing. We have also relied upon the following
assumptions, which we have not independently verified:

2.1      copy documents, conformed copies or drafts of documents provided to us
         are true and complete copies of, or in the final forms of, the
         originals;

2.2      all signatures, initials and seals are genuine;

2.3      the power, authority and legal right of all parties under all relevant
         laws and regulations (other than the laws of the Cayman Islands) to
         enter into, execute, deliver and perform their respective obligations
         under the documents mentioned in the Registration Statement, the
         Prospectus and the Underwriting Agreement;

                                                                               3


2.4      the Company will not issue Shares to any person the issuance of which
         would result in the total Controlled Shares (as such term is defined in
         the Articles of Association of the Company) of any person equalling or
         exceeding any limit set out in the Articles of Association of the
         Company;

2.5      no exceptional circumstances exist which give rise to the lifting of
         the corporate veil;

2.6      all preconditions to the obligations of the parties under the
         agreements mentioned herein have been satisfied or duly waived and
         there has been no breach of the terms of the said such agreements;

2.7      no invitation to subscribe for the Shares has been made to the public
         of the Cayman Islands;

2.8      there is nothing under any law (other than the law of the Cayman
         Islands) which would or might affect the opinions hereinafter
         appearing. Specifically, we have made no independent investigation of
         the laws of New York or the federal laws of the United States of
         America.

3   OPINIONS

Based upon, and subject to, the foregoing assumptions and the qualifications set
out below, and having regard to such legal considerations as we deem relevant,
we are of the opinion that:

3.1      The Company has been duly incorporated as an exempted company with
         limited liability and is validly existing and in good standing under
         the laws of the Cayman Islands.

3.2      The issue of the Preferred Shares has been duly authorised by the
         Company and, when the Registration Statement filed by the Company to
         effect the registration of the Preferred Shares under the Act was
         declared effective by the SEC and when the Preferred Shares are issued
         and delivered in accordance with the Memorandum and Articles, the
         Prospectus and the Underwriting Agreement against payment of the
         consideration therefor as provided therein and having a value not less
         than par value, the Preferred Shares will be duly authorised, validly
         issued, fully paid and non-assessable.

3.3      Under the laws of the Cayman Islands, the liability of a holder of a
         Preferred Share will be limited to the amount, if any, unpaid on any
         such Preferred Share and a holder of a Preferred Share will have no
         personal liability for the debts or obligations of the Company solely
         by reason of holding such Preferred Share.

Except as specifically stated herein, we make no comment with regard to any
representations which may be made by the Company in any of the documents
referred to above or otherwise or with regard to the commercial terms of the
said documents.



                                                                               4




This opinion is given as of the date shown and may not be relied upon as of any
later date. This opinion may be relied upon by the addressees only. It may not
be relied upon by any other person except with our prior written consent. We
hereby consent to the filing with the SEC of this opinion as an exhibit to the
Current Report on Form 8-K and to the use of our name in the Prospectus under
the caption "Certain Tax Considerations--Taxation of Scottish Re and its
Subsidiaries--Cayman Islands".





Yours faithfully,



/s/ Maples and Calder
MAPLES AND CALDER