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                                                                     EXHIBIT 5.1

           [LETTERHEAD OF REINSURANCE GROUP OF AMERICA, INCORPORATED]

                                February 9, 2001

Reinsurance Group of America, Incorporated
1370 Timberlake Manor Parkway
Chesterfield, Missouri 63017-6039

Ladies and Gentlemen:

         I am General Counsel and Secretary of Reinsurance Group of America,
Incorporated, a Missouri corporation (the "Company"), and have acted as counsel
for the Company in connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by the Company and RGA Capital Trust I and RGA
Capital Trust II, Delaware business trusts (the "Trusts" and each a "Trust"),
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), relating to (i) shares of common
stock of the Company par value $0.01 per share (the "Common Stock"); (ii)
warrants to purchase Common Stock (the "Common Stock Warrants"); (iii) shares of
Preferred Stock of the Company par value $0.01 per share (the "Preferred
Stock"), which may be represented by depositary shares (the "Depositary Shares")
evidenced by depositary receipts (the "Receipts"); (iv) warrants to purchase
Preferred Stock (the "Preferred Stock Warrants"); (v) debt securities, which may
be senior (the "Senior Debt Securities"), subordinated (the "Subordinated Debt
Securities") or junior subordinated (the "Junior Subordinated Debt Securities")
(collectively, the "Debt Securities"); (vi) warrants to purchase Debt Securities
(the "Debt Security Warrants" and collectively with the Common Stock Warrants
and the Preferred Stock Warrants, the "Securities Warrants"); (vii) contracts
for the purchase and sale of Common Stock or Preferred Stock (the "Purchase
Contracts"); and (viii) Stock Purchase Units (the "Stock Purchase Units") of the
Company, consisting of a Purchase Contract and any of Debt Securities, debt
obligations of third parties, including U.S. Treasury Securities (the "Third
Party Debt Securities"), or Trust Preferred Securities (as defined below),
securing the holder's obligation to purchase the Common Stock or the Preferred
Stock under the Stock Purchase Contract (the "Stock Purchase Units"). The
Registration Statement also relates to the registration under the Act of trust
preferred securities of the Trusts (the "Trust Preferred Securities") and
guarantees of the Trust Preferred Securities by the Company (the "Guarantees").
The Common Stock, the Preferred Stock, the Depositary Shares, the Debt
Securities, the Guarantees, the Purchase Contracts, the Securities Warrants and
the Stock Purchase Units are hereinafter referred to collectively as the
"Securities." The Securities may be issued and sold or delivered from time to
time as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus (the "Prospectus Supplements") and pursuant to Rule 415 under the Act
for an aggregate initial offering price not to exceed $400,000,000 or the
equivalent thereof in one or more foreign currencies or composite currencies.

         The Senior Debt Securities thereof will be issued under an indenture,
as supplemented (the "Senior Indenture") between the Company and senior
indenture trustee (the "Senior Trustee"). The Subordinated Debt Securities will
be issued under an indenture (the "Subordinated Indenture") between the Company
and the subordinated indenture trustee (the "Subordinated Indenture Trustee").
The Junior Subordinated Debt Securities will be issued under an indenture (the
"Junior Subordinated Indenture") between the Company and the junior subordinated
indenture trustee (the "Junior Subordinated Indenture

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Trustee"). The Senior Indenture, the Subordinated Indenture and the Junior
Subordinated Indenture are hereinafter referred to collectively as the
"Indentures."

         The Purchase Contracts will be issued pursuant to a purchase contract
agreement (the "Purchase Contract Agreement") between the Company and the
purchase contract agent (the "Purchase Contract Agent").

         The Depositary Shares will be issued pursuant to a deposit agreement
between the Company and the depositary agent (the "Depositary Agent").

         The Guarantees will be issued pursuant to a guarantee agreement (the
"Guarantee Agreement") between the Company and the guarantee trustee (the
"Guarantee Trustee").

         The Common Stock Warrants will be issued under a common stock warrant
agreement (the "Common Stock Warrant Agreement") between the Company and the
common stock warrant agent. The Preferred Stock Warrants will be issued under a
Preferred Stock warrant agreement (the "Preferred Stock Warrant Agreement")
between the Company and the Preferred Stock warrant agent. The senior debt
security warrants will be issued under a senior debt security warrant agreement
(the "Senior Debt Security Warrant Agreement") among the Company, the senior
debt security warrant agent and the Senior Trustee. The subordinated debt
security warrants will be issued under a subordinated debt security warrant
agreement (the "Subordinated Debt Security Warrant Agreement") among the
Company, the subordinated debt security warrant agent and the Subordinated
Indenture Trustee. The Common Stock Warrant Agreement, the Preferred Stock
Warrant Agreement, the Senior Debt Security Warrant Agreement and the
Subordinated Debt Security Warrant Agreement are hereinafter referred to
collectively as the "Warrant Agreements." Each party to a Warrant Agreement
other than the Company is referred to hereinafter as a "Counterparty."

         In connection herewith, I have examined and relied without
investigation as to matters of fact upon the Registration Statement,
certificates, statements and results of inquiries of public officials and
officers and representatives of the Issuer, and such other documents, corporate
records, certificates and instruments as I have deemed necessary or appropriate
to enable me to render the opinions expressed herein. I have assumed the
genuineness of all signatures on all documents examined by me, the legal
competence and capacity of each person that executed documents, the authenticity
of documents submitted to me as originals, and the conformity to authentic
originals of documents submitted to me as certified or photocopies.

         I also have assumed that: (1) at the time of execution, authentication,
issuance and delivery of the Senior Debt Securities, the Senior Indenture will
be the valid and legally binding obligation of the Senior Indenture Trustee; (2)
at the time of execution, authentication, issuance and delivery of the
Subordinated Debt Securities, the Subordinated Indenture will be the valid and
legally binding obligation of the Subordinated Indenture Trustee; (3) at the
time of execution, authentication, issuance and delivery of the Junior
Subordinated Debt Securities, the Junior Subordinated Indenture will be the
valid and legally binding obligation of the Junior Subordinated Indenture
Trustee; (4) at the time of execution, issuance and delivery of the Receipts,
the Deposit Agreement will be the valid and legally binding obligation of the
Depositary Agent; (5) at the time of execution, issuance and delivery of the
Purchase Contracts, the Purchase Contract Agreement will be the valid and
legally binding obligation of the Purchase Contract Agent; (6) at the time of
the execution, issuance and delivery of the Guarantees, the Guarantee Agreement
will be the valid and legally binding obligation of the Guarantee Trustee; and
(7)

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at the time of execution, countersignature, issuance and delivery of any
Securities Warrants, the related Warrant Agreement will be the valid and legally
binding obligation of each Counterparty thereto.

         I have assumed further that (1) at the time of execution,
authentication, issuance and delivery of the Senior Debt Securities, the Senior
Indenture will have been duly authorized, executed and delivered by the Company;
(2) at the time of execution, authentication, issuance and delivery of the
Subordinated Debt Securities, the Subordinated Indenture will have been duly
authorized, executed and delivered by the Company; (3) at the time of execution,
authentication, issuance and delivery of the Junior Subordinated Debt
Securities, the Junior Subordinated Indenture will have been duly authorized,
executed and delivered by the Company; (4) at the time of execution, issuance
and delivery of the Purchase Contracts, the Purchase Contract Agreement will
have been duly authorized, executed and delivered by the Company; (5) at the
time of execution, issuance and delivery of the Receipts, the Deposit Agreement
will have been duly authorized, executed and delivered by the Company; (6) at
the time of execution, countersignature, issuance and delivery of any Securities
Warrants, the related Warrant Agreement will have been duly authorized, executed
and delivered by the Company; and (7) at the time of execution, issuance and
delivery of the Guarantees, the Guarantee Agreement will have been duly
authorized, executed and delivered by the Company.

         Based upon the foregoing, in reliance thereon and subject to the
exceptions, qualifications and limitations stated herein and the effectiveness
of the Registration Statement under the Act, I am of the opinion that:

         1. With respect to the Common Stock, assuming the (a) taking by the
Board of Directors of the Company, a duly constituted and acting committee of
such board or duly authorized officers of the Company (such Board of Directors,
committee or authorized officers being referred to herein as the "Board"), of
all necessary corporate action to authorize and approve the issuance of the
Common Stock and (b) due issuance and delivery of the Common Stock, upon payment
therefor in accordance with the applicable definitive purchase, underwriting or
similar agreement approved by the Board, the Common Stock will be validly
issued, fully paid and nonassessable.

         2. With respect to the Preferred Stock, assuming the (a) taking by the
Board of all necessary corporate action to authorize and approve the issuance of
the Preferred Stock, (b) due filing of the Articles of Amendment to the Articles
of Incorporation of the Company and (c) due issuance and delivery of the
Preferred Stock, upon payment therefor in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the Board,
the Preferred Stock will be validly issued, fully paid and nonassessable.

         3. With respect to the Receipts, assuming the (a) taking by the Board
of all necessary corporate action to authorize and approve the issuance and
terms of the Preferred Stock, (b) due filing of the Articles of Amendment to the
Articles of Incorporation of the Company, (c) terms of the Depositary Shares and
of their issuance and sale have been duly established in conformity with the
terms of the Deposit Agreement, (d) due issuance and delivery of the Preferred
Stock, upon payment of the consideration therefor provided for in the applicable
definitive purchase, underwriting or similar agreement approved by the Board and
(e) Receipts evidencing the Depositary Shares are duly issued against the
deposit of the Preferred Stock in accordance with the Deposit Agreement, such
Receipts will be validly issued and entitle the holders thereof to the rights
specified in the Deposit Agreement.

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         4. With respect to the Debt Securities, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
any Debt Securities, the terms of the offering thereof and related matters by
the Board and (b) due execution, authentication, issuance and delivery of such
Debt Securities, upon payment of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the applicable
Indenture, such Debt Securities will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
their terms.

         5. With respect to the Guarantees, assuming the (a) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Guarantees, the terms of the offering thereof and related matters by the
Board, (b) due execution, issuance and delivery of the Guarantees upon payment
of the consideration thereof provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and otherwise in
accordance with the provisions of the applicable Guarantee Agreement, such
Guarantees will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms.

         6. With respect to the Purchase Contracts, assuming the (a) taking of
all necessary corporate action to authorize and approve the issuance and terms
of the Purchase Contracts, the terms of the offering thereof and related matters
by the Board and (b) due execution, issuance and delivery of the Purchase
Contracts, upon payment of the consideration for such Purchase Contracts
provided for in the applicable definitive purchase, underwriting or similar
agreement approved by the Board and otherwise in accordance with the provisions
of the applicable Purchase Contract Agreement, the Purchase Contracts will
constitute valid and legally binding obligations of the Company enforceable
against the Company in accordance with their terms.

         7. With respect to the Securities Warrants, assuming the (a) taking of
all necessary corporate action to authorize and approve the issuance and terms
of the Securities Warrants, the terms of the offering thereof and related
matters by the Board and (b) due execution, countersignature, issuance and
delivery of such Securities Warrants, upon payment of the consideration for such
Securities Warrants provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and otherwise in
accordance with the provisions of the applicable Warrant Agreement, such
Securities Warrants will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms.

         8. With respect to the Stock Purchase Units, assuming the (a) taking of
all necessary corporate action by the Board to authorize and approve (1) the
issuance and terms of the Stock Purchase Units, (2) execution and terms of the
Purchase Contracts which are a component of the Stock Purchase Units, the terms
of the offering thereof and related matters, (3) the issuance and terms of the
Debt Securities which are a component of the Stock Purchase Units, the terms of
the offering thereof and related matters, and (4) the issuance and terms of the
Trust Preferred Securities which are a component of the Stock Purchase Units,
the terms of the offering thereof and related matters, (b) taking of all
necessary corporate action to authorize and approve the issuance and terms of
the Third Party Debt Securities which are a component of the Stock Purchase
Units and related matters by the board of directors of each third party, a duly
constituted and acting committee of such board or duly authorized officers of
each third party and (c) due execution, authentication, in the case of Debt
Securities and Third Party Debt Securities, issuance and delivery of (1) the
Stock Purchase Units, (2) such Purchase Contracts (3) such Debt Securities, (4)
such Trust Preferred Securities and (5) such Third Party Debt Securities, in
each case upon the payment of the consideration therefor provided for in the
applicable definitive


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purchase, underwriting or similar agreement approved by the Board and in
accordance with the provisions of the applicable Purchase Contract Agreement, in
the case of such Purchase Contracts, the applicable Indenture, in the case of
such Debt Securities, the applicable Certificate of Trust and Trust Agreement,
in the case of such Trust Preferred Securities and the applicable indenture, in
the case of such Third Party Debt Securities, such Stock Purchase Units will
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms.

         My opinions set forth in paragraphs 4 through 8 above are subject to
the effects of (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law) and (iii) an implied covenant of
good faith and fair dealing.

         The opinion expressed above is limited to the laws of the State of
Missouri and the federal laws of the United States of America.

         You have informed me that you intend to issue the Securities from time
to time on a delayed or continuous basis, and this opinion is limited to the
laws, including the rules and regulations, as in effect on the date hereof. I
understand that prior to issuing any Debt Securities you will afford me an
opportunity to review the operative documents pursuant to which such Securities
are to be issued (including the applicable prospectus supplement) and will file
such supplement or amendment to this opinion (if any) as I may reasonably
consider necessary or appropriate by reason of the terms of such Securities.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the Prospectus. I also consent to your filing copies of this opinion
as an exhibit to the Registration Statement with agencies of such states as you
deem necessary in the course of complying with the laws of such states regarding
the offering and sale of the Securities. In giving such consent, I do not
thereby concede that I am within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder.

                                       Very truly yours,

                                       /s/ James E. Sherman

                                       James E. Sherman
                                       General Counsel and Secretary


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