LETTERHEAD OF CONYERS DILL & PEARMAN

                                                                     Exhibit 5.1






January 15, 2002

Mutual Risk Management Ltd.                      Direct Line:
44 Church Street                                 E-MAIL:       djdoyle@cdp.bm
Hamilton                                         OUR REF:      DJD/aer/
Bermuda


Dear Sirs

Mutual Risk Management Ltd. (the "Company")

We have acted as special legal counsel in Bermuda to the Company in connection
with the filing by the Company with the United States Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act")
of a registration statement on Form S-3 to which this opinion is an exhibit (the
"Registration Statement") in relation to the registration of common shares of
the Company to be issued from time to time by the Company after the Registration
Statement becomes effective (the "Common Shares").

For the purposes of giving this opinion, we have examined an electronic copy of
the Registration Statement, excluding the exhibits and the documents
incorporated by reference therein.

We have also reviewed and have relied upon the memorandum of association and the
bye-laws of the Company, unanimous written consents of the Company's board of
directors, correspondence on behalf of the Company with the Bermuda Monetary
Authority (the "BMA") whereby the BMA has granted certain permissions, inter
alia, for the issue (and subsequent transfer) of the Common Shares (subject to
conditions expressed in such correspondence), and such other documents and made
such enquiries as to questions of Bermuda law as we have deemed necessary in
order to render the opinions 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) the accuracy and completeness of all factual representations
made in the Registration Statement and other documents reviewed by us, (c) that
the Company will issue the Common Shares in furtherance of its objects as set
out in its memorandum of association, (d) that there is no



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provision of the law of any jurisdiction, other than Bermuda, which would have
any implication in relation to the opinions expressed herein, (e) the Company
will receive money or money's worth for each Common Share when issued of not
less than the par value thereof, (f) the Company will have sufficient authorised
capital to effect the issue of each Common Share when issued, (g) the Company
will comply, to the extent applicable, with the requirements of Part III of the
Companies Act 1981, as amended "Prospectuses and Public Offers", and (h) at the
time of issue of any Common Shares, the BMA will not have revoked or amended its
consent to the issue of the Common Shares.

"Non-assessability" is not a legal concept under Bermuda law, but when we
describe the Common Shares as being "non-assessable" herein we mean, subject to
any contrary provision in any agreement between the Company and any one of its
members holding any of the Common Shares (but only with respect to such member),
that no further sums are payable with respect to the holding of such Common
Shares and the member shall not be bound by an alteration in the memorandum of
association or the bye-laws of the Company after the date upon which it became a
member if and so far as the alteration requires such member to take or subscribe
for additional Common Shares or in any way increases its liability to contribute
to the share capital of, or otherwise pay money to, the Company.

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 your benefit and is not to be relied upon by any other person, firm
or entity or in respect of any matter other than the issue of the Common Shares,
as described in the Registration Statement.

On the basis of and subject to the foregoing, we are of the opinion that:

1.       The Company is duly incorporated and existing under the laws of Bermuda
         in good standing (meaning solely that it has not failed to make any
         filing with any Bermuda governmental authority or to pay any Bermuda
         government fee or tax which would make it liable to be struck off the
         Register of Companies and thereby cease to exist under the laws of
         Bermuda).

2.       The Company has taken all corporate action required to authorize the
         adoption and filing of the Registration Statement.

3.       Upon the issuance and delivery by the Company of any of the Common
         Shares as contemplated by the Registration Statement against payment
         therefor in accordance with the terms of issuance of such Common
         Shares, such Common Shares will be validly issued and will be fully
         paid and non-assessable.

The discussion set forth under the caption "TAX MATTERS-Taxation of the Company
-Bermuda" accurately reflects our opinion as to the matters set forth therein.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the references to our Firm under the headings entitled
"Enforcement of Judgements and Other Matters, "LEGAL MATTERS" and "ENFORCEMENT
OF CIVIL LIABILITIES" in the



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Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under the Securities
Act.


Yours faithfully

/s/  Conyers Dill & Pearman