8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) – December 2, 2005

Platinum Underwriters Holdings, Ltd.

(Exact name of registrant as specified in its charter)

Bermuda
(State or other jurisdiction of incorporation or
organization) 001-31341
(Commission File Number) 98-0416483
(IRS Employer
Identification No.)

The Belvedere Building
69 Pitts Bay Road
Pembroke, Bermuda
(Address of principal executive offices) HM 08
(Zip Code)

(441) 295-7195
(Registrant’s telephone number, including area code)

N/A
(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-8.1: OPINION OF DEWEY BALLANTINE LLP

EX-8.2: OPINION OF CONYERS DILL & PEARMAN

EX-8.3: OPINION OF DEWEY BALLANTINE LLP

EX-8.4: OPINION OF CONYERS DILL & PEARMAN

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Platinum Underwriters Holdings, Ltd. (the “Company”) hereby files the following as exhibits to its Registration Statement on Form S-3 (File No. 333-129182), which was declared effective on November 8, 2005, and as exhibits to its Registration Statement on Form S-3 (File No. 333-113823), which was declared effective on April 5, 2004, or otherwise pursuant to the requirements of Form 8-K:

• Exhibit 8.1 – Opinion of Dewey Ballantine LLP;

• Exhibit 8.2 – Opinion of Conyers Dill & Pearman;

• Exhibit 23.3 – Consent of Dewey Ballantine LLP (included in Exhibit 8.1); and

• Exhibit 23.6 – Consent of Conyers Dill & Pearman (included in Exhibit 8.2).

The Company hereby files the following as exhibits to its Registration Statement on Form S-3 (File No. 333-129182), which was declared effective on November 8, 2005, or otherwise pursuant to the requirements of Form 8-K:

• Exhibit 8.3 – Opinion of Dewey Ballantine LLP;

• Exhibit 8.4 – Opinion of Conyers Dill & Pearman;

• Exhibit 23.7 – Consent of Dewey Ballantine LLP (included in Exhibit 8.3); and

• Exhibit 23.8 – Consent of Conyers Dill & Pearman (included in Exhibit 8.4).

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(d) Exhibits

Exhibit 8.1 Opinion of Dewey Ballantine LLP.

Exhibit 8.2 Opinion of Conyers Dill & Pearman.

Exhibit 8.3 Opinion of Dewey Ballantine LLP.

Exhibit 8.4 Opinion of Conyers Dill & Pearman.

Exhibit 23.3 Consent of Dewey Ballantine LLP (included in Exhibit 8.1).

Exhibit 23.6 Consent of Conyers Dill & Pearman (included in Exhibit 8.2).

Exhibit 23.7 Consent of Dewey Ballantine LLP (included in Exhibit 8.3).

Exhibit 23.8 Consent of Conyers Dill & Pearman (included in Exhibit 8.4).

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Platinum Underwriters Holdings, Ltd. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PLATINUM UNDERWRITERS HOLDINGS, LTD.
By:	/s/ Michael E. Lombardozzi
	Michael E. Lombardozzi
	Executive Vice President, General Counsel and Chief Administrative Officer

Date: December 6, 2005

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Exhibit Index

Exhibit
Number	Description
Exhibit 8.1	Opinion of Dewey Ballantine LLP.
Exhibit 8.2	Opinion of Conyers Dill & Pearman.
Exhibit 8.3	Opinion of Dewey Ballantine LLP.
Exhibit 8.4	Opinion of Conyers Dill & Pearman.
Exhibit 23.3	Consent of Dewey Ballantine LLP (included in Exhibit 8.1).
Exhibit 23.6	Consent of Conyers Dill & Pearman (included in Exhibit 8.2).
Exhibit 23.7	Consent of Dewey Ballantine LLP (included in Exhibit 8.3).
Exhibit 23.8	Consent of Conyers Dill & Pearman (included in Exhibit 8.4).

EX-8.1

Exhibit 8.1

December 2, 2005

Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke, Bermuda

Ladies and Gentlemen:

We have acted as United States tax counsel to Platinum Underwriters Holdings, Ltd. (the “Company”) in connection with the preparation and filing by the Company with the Securities and Exchange Commission of the Prospectus Supplement, dated November 30, 2005, relating to (i) the issuance and sale by the Company and (ii) the sale by the selling shareholder identified therein (the “Selling Shareholder”) of common shares, par value $0.01 per share (the “Common Shares”), of the Company (the “Common Shares Prospectus Supplement”). We are of the opinion that the statements contained in the Common Shares Prospectus Supplement that address United States federal income taxation fairly summarize the material United States federal income tax consequences of the matters addressed therein.

We hereby consent to the filing with the Securities and Exchange Commission of this letter as an exhibit and the reference to us under the caption “Certain Tax Considerations.” In giving such consent, we do not hereby 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 thereunder.

Very truly yours,

/s/ DEWEY BALLANTINE LLP

EX-8.2

Exhibit 8.2

2 December, 2005

Platinum Underwriters Holdings, Ltd.	DIRECT LINE: 441-299 4982
The Belvedere Building	E-MAIL: mvward@cdp.bm
2nd Floor	OUR REF: MVW/hig/corpdocs160714
69 Pitts Bay Road	YOUR REF:
Pembroke HM 08

Dear Sirs:

Platinum Underwriters Holdings, Ltd. (the “Company”)

We have acted as special legal counsel in Bermuda to the Company in connection with: (i) a registration statement on form S-3 (Registration No. 333-113823) and (ii) a registration statement on form S-3 (Registration No. 333-129182), as declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on 5 April, 2004 and 8 November, 2005, respectively, (together the “Registration Statements”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) each Registration Statement relating to the registration under the U.S. Securities Act of 1933, as amended, relating to the registration under the U.S. Securities Act of 1933, as amended, of an aggregate of 7,267,750 common shares, par value US$0.01 each, of which 3,316,750 common shares, par value US$0.01 each are being offered by the Company and 3,960,000 common shares, par value US$0.01 each are being offered by the selling shareholder of the Company (the “Selling Shareholder”) together with an additional 1,091,513 common shares, par value US$0.01 each subject to an over-allotment option granted to the underwriters by the Company and the Selling Shareholders (the “Common Shares”).

For the purposes of giving this opinion, we have examined a copy of the Registration Statements. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 26 November, 2005, copies of resolutions from meetings of the board of directors of the Company held on 21 November, 2005 and meetings of the pricing committee held on 30 November, 2005 (together, the “Minutes”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the

form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the resolutions contained in the Minutes remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) that upon issue of the Common Shares the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (g) that at the time the Common Shares are issued, shares of the Company will be listed on the New York Stock Exchange.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purpose of the filing of the Registration Statement and the offering of the Common Shares by the Company and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that the statements under the caption “Certain Tax Considerations — Taxation of the Company, Platinum US, Platinum UK, Platinum Bermuda and Platinum Ireland — Bermuda Taxation” and “Certain Tax Considerations — Taxation of Shareholders — Bermuda Taxation” in the prospectus supplement relating to the sale of Common Shares by the Company and the Selling Shareholder dated 1 December, 2005 forming part of the Registration Statements, to the extent that they constitute statements of Bermuda law, are accurate in all material respects and that such statements constitute our opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statements and to the references to our firm under the caption “Legal Matters” in the prospectus supplement dated 1 December, 2005 forming part of the Registration Statements. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully

/s/ CONYERS DILL & PEARMAN

CONYERS DILL & PEARMAN

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EX-8.3

Exhibit 8.3

December 2, 2005

Platinum Underwriters Holdings, Ltd.
The Belvedere Building
69 Pitts Bay Road
Pembroke, Bermuda

Ladies and Gentlemen:

We have acted as United States tax counsel to Platinum Underwriters Holdings, Ltd. (the “Company”) in connection with the preparation and filing by the Company with the Securities and Exchange Commission of the Prospectus Supplement, dated November 30, 2005, relating to the issuance and sale by the Company of Series A Mandatory Convertible Preferred Shares (the “Preferred Shares”), of the Company (the “Preferred Shares Prospectus Supplement”). We are of the opinion that the statements contained in the Preferred Shares Prospectus Supplement that address United States federal income taxation fairly summarize the material United States federal income tax consequences of the matters addressed therein.

We hereby consent to the filing with the Securities and Exchange Commission of this letter as an exhibit and the reference to us under the caption “Certain Tax Considerations.” In giving such consent, we do not hereby 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 thereunder.

Very truly yours,

/s/ DEWEY BALLANTINE LLP

EX-8.4

Exhibit 8.4

2 December, 2005

Platinum Underwriters Holdings, Ltd.	DIRECT LINE: 441-299 4982
The Belvedere Building	E-MAIL: mvward@cdp.bm
2nd Floor	OUR REF: MVW/hig/corpdocs160593
69 Pitts Bay Road	YOUR REF:
Pembroke HM 08

Dear Sirs:

Platinum Underwriters Holdings, Ltd (the “Company”)

We have acted as special legal counsel in Bermuda to the Company in connection with a registration statement on form S-3 (Registration No. 333-129182), as declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on 8 November, 2005 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of 5,000,000 6.00% Series A mandatory convertible preferred shares, par value $0.01 each (the “Offered Preferred Shares”) being offered by the Company together with an additional 750,000 Series A mandatory convertible preferred shares, par value $0.01 each subject to an over allotment option granted to the underwriters by the Company (the “Preferred Shares”).

For the purposes of giving this opinion, we have examined a copy of the Registration Statements. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 26 November, 2005, copies of resolutions from meetings of the board of directors of the Company held on 21 November, 2005 and minutes from a meeting of the pricing committee held on 30 November, 2005 (together, the “Minutes”) and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the resolutions contained in the Minutes remain in full

force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, (f) that upon issue of the Preferred Shares the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (g) that at the time the Preferred Shares are issued, shares of the Company will be listed on the New York Stock Exchange.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purpose of the filing of the Registration Statement and the offering of the Preferred Shares by the Company and is not to be relied upon in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that the statements under the caption “Certain Tax Considerations — Taxation of the Company, Platinum US, Platinum UK, Platinum Bermuda and Platinum Ireland — Bermuda Taxation” and “Certain Tax Considerations — Taxation of Shareholders — Bermuda Taxation” in the prospectus supplement relating to the sale of Preferred Shares by the Company dated 30 November, 2005 forming part of the Registration Statement, to the extent that they constitute statements of Bermuda law, are accurate in all material respects and that such statements constitute our opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the prospectus supplement dated 30 November, 2005 forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Yours faithfully

/s/ CONYERS DILL & PEARMAN

CONYERS DILL & PEARMAN

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