EXHIBIT 5.1

            [Reinsurance Group of America, Incorporated letterhead]

March 7, 2005

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 (Nos.
333-_______, 333-________-01 and 333-________-02), which also constitutes
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (Nos.
333-117261, 333-117261-01 and 333-117261-02) and Post-Effective Amendment No. 5
to the Registration Statement on Form S-3 (No. 333-108200, 333-108200-01 and
333-108200-02) (collectively, the "Registration Statement"), filed by the
Company and RGA Capital Trust III and RGA Capital Trust IV, Delaware statutory
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 (vii) warrants to purchase other securities ("Other
Warrants" and collectively with the Common Stock Warrants, the Preferred Stock
Warrants and the Debt Security Warrants, the "Securities Warrants"); (viii)
contracts for the purchase and sale of Common Stock, Preferred Stock, Debt
Securities, Depositary Shares or Securities Warrants (the "Purchase Contracts");
(ix) Units (the "Units") of the Company, consisting of one or more of the
Purchase Contracts, Common Stock, Preferred Stock, Debt Securities, debt
obligations of third parties, including U.S. Treasury Securities (the "Third
Party Debt Securities"), securing the holder's obligation to purchase the Common
Stock or the Preferred Stock under the Purchase Contracts, Depositary Shares,
Securities Warrants or Trust Preferred Securities (as defined below) and (x)
32,243,539 shares of Common Stock that may be sold by the selling shareholder
named in the Registration Statement (the "Selling Shareholder's Shares"). 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, the
Units and the Selling Shareholder's Shares are hereinafter referred to
collectively as the "Securities." The Securities that may be issued and sold or
delivered from time to time by the Company and the Trusts as set forth in the
Registration Statement, any amendment thereto, the prospectus contained therein
(the "Prospectus") and supplements to the Prospectus


(the "Prospectus Supplements") filed pursuant to Rule 415 under the Act may not
exceed an aggregate initial offering price of $1,000,000,000 or the equivalent
thereof in one or more foreign currencies or composite currencies and the
Selling Shareholder's Shares may not exceed an aggregate of 32,243,539 shares of
Common Stock.

      The Senior Debt Securities thereof will be issued under a Senior
Indenture, dated as of December 19, 2001, between the Company and The Bank of
New York, as Trustee (the "Senior Trustee"), as supplemented (the "Senior
Indenture"). The Subordinated Debt Securities will be issued under an indenture
(the "Subordinated Indenture") between the Company and a subordinated indenture
trustee to be specified therein (the "Subordinated Indenture Trustee"). The
Junior Subordinated Debt Securities will be issued under a Junior Subordinated
Indenture, dated as of December 18, 2001, between the Company and The Bank of
New York, as Trustee (the "Junior Subordinated Indenture"), as supplemented (the
"Junior Subordinated Indenture"). 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 (the
"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, a senior debt
security warrant agent to be specified therein 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 Other Warrants will be issued under a
warrant agreement (the "Other Warrant Agreement") between the Company, the
applicable trustee and the warrant agent. The Common Stock Warrant Agreement,
the Preferred Stock Warrant Agreement, the Senior Debt Security Warrant
Agreement, the Subordinated Debt Security Warrant Agreement and the Other
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."

      The Units will be issued under a unit agreement (the "Unit Agreement")
between the Company and the unit agent (the "Unit Agent").



      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 originals or copies, certified or otherwise identified to my
satisfaction of 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 natural
persons, the authenticity of documents submitted to me as originals, and the
conformity with authentic original documents of all documents submitted to me as
copies.

      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,
enforceable against such party in accordance with its terms; (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, enforceable against such party
in accordance with its terms; (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, enforceable against such party in
accordance with its terms; (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, enforceable against such party in accordance
with its terms; (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, enforceable against
such party in accordance with its terms; (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, enforceable
against such party in accordance with its terms; (7) 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, enforceable against such party in accordance with its
terms; and (8) at the time of the execution, countersignature, issuance and
delivery of the Units, the related Unit Agreement will be the valid and legally
binding obligation of the Unit Agent, enforceable against such party in
accordance with its terms.

      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; (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;
(8) at the time of execution, issuance and delivery of the Units, the Unit
Agreement will have been duly authorized, executed and delivered by the Company
and (9) at the time of issuance and sale of any of the Securities, the terms of
the Securities, and their issuance and sale, will have been established so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company.

      Based upon the foregoing, in reliance thereon, and subject to the
assumptions, comments, qualifications, limitations and exceptions 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, or upon the exercise of a securities
warrant for conversion of a convertible Debt Security, 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 related Preferred Stock, (b) due filing of the Articles of Amendment to
the Articles of Incorporation of the Company authorizing and establishing the
terms of the Preferred Stock, (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 related 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) due issuance and delivery of Receipts evidencing the Depositary Shares
against the deposit of the Preferred Stock in accordance with the Deposit
Agreement, such Receipts will be validly issued and will entitle the holders
thereof to the rights specified in the Deposit Agreement.

      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 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 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, and (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 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,
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
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,
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 binding obligations of the Company, enforceable against the
Company in accordance with their terms.

      8. With respect to the Units, assuming the (a) taking of all necessary
corporate action to authorize and approve the issuance, execution and terms of
any Units, the related Unit Agreements and any Securities which are a component
of the Units, the terms of the offering thereof and related matters, (b) taking
by third parties of all necessary corporate or other action to authorize and
approve the issuance and terms of the Third Party Debt Securities which are a
component of the Units, the terms of the offering thereof and related matters
and (c) due execution, countersignature (where applicable), authentication, in
the case of Debt Securities and Third Party Debt Securities, issuance and
delivery of (1) the 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 (i) in the applicable definitive 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, (ii) the
applicable Indenture, in the case of



such Debt Securities, (iii) the applicable Certificate of Trust and Trust
Agreement, in the case of such Trust Preferred Securities and (iv) the
applicable indenture, in the case of such Third Party Debt Securities, such
Units will be validly issued and will entitle the holder thereof to the rights
specified in the Unit Agreements.

      9. With respect to the Selling Shareholder's Shares, such shares have been
authorized and are validly issued, fully paid and nonassessable.

      In addition to the assumptions, comments, qualifications, limitations and
exceptions set forth above, the opinions set forth herein are further limited
by, subject to and based upon the following:

      (a) My opinions herein reflect only the application of applicable laws of
the State of Missouri and the federal laws of the United States of America. The
opinions set forth herein are made as of the date hereof and are subject to, and
may be limited by, future changes in the factual matters set forth herein, and I
undertake no duty to advise you of the same. The opinions expressed herein are
based upon the law in effect (and published or otherwise generally available) on
the date hereof, and I assume no obligation to revise or supplement these
opinions should such law be changed by legislative action, judicial decision or
otherwise. In rendering my opinions, I have not considered, and hereby disclaim
any opinion as to, the application or impact of any laws, cases, decisions,
rules or regulations of any other jurisdiction, court or administrative agency.

      (b) My opinions set forth in paragraphs 3 through 8 above are subject to
and may be limited by (i) applicable bankruptcy, insolvency, reorganization,
receivership, moratorium and other similar laws effective or relative to the
rights and remedies of creditors generally, including, without limitation, laws
relative to fraudulent conveyances, preferences and equitable subordination,
(ii) general principles of equity (regardless of whether considered in a
proceeding in equity or at law), (iii) an implied covenant of good faith and
fair dealing, (iv) requirements that a claim with respect to any Debt Securities
or Guarantees denominated other than in United States dollars (or a judgment
denominated other than in United States dollars with respect to such a claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and (v) governmental authority to limit,
delay or prohibit the making of payments outside the United States or in foreign
currency or composite currency.

      (c) My opinions are further subject to the effect of generally applicable
rules of law arising from statutes, judicial and administrative decisions, and
the rules and regulations of governmental authorities that: (i) limit or affect
the enforcement of provisions of a contract that purport to require waiver of
the obligations of good faith, fair dealing, diligence and reasonableness; (ii)
limit the availability of a remedy under certain circumstances where another
remedy has been elected; (iii) limit the enforceability of provisions releasing,
exculpating or exempting a party from, or requiring indemnification of a party
for, liability for its own action or inaction, to the extent the action or
inaction involves negligence, recklessness, willful misconduct



or unlawful conduct; (iv) may, where less than all of the contract may be
unenforceable, limit the enforceability of the balance of the contract to
circumstances in which the unenforceable portion is not an essential part of the
agreed exchange and (v) govern and afford judicial discretion regarding the
determination of damages and entitlement to attorneys' fees.

      (d) I express no opinion as to the enforceability of any rights to
indemnification or contribution provided for in any Indentures or other
agreements which are violative of public policy underlying any law, rule or
regulation (including any federal or state securities law, rule or regulation)
or the legality of such rights.

      (e) I express no opinion as to the enforceability of any provision in any
Indentures, Warrant Agreements, Purchase Contract Agreements, Unit Agreements,
Guarantee Agreements or other agreements purporting or attempting to (A) confer
exclusive jurisdiction and/or venue upon certain courts or otherwise waive the
defenses of forum non conveniens or improper venue or (B) confer subject matter
jurisdiction on a court not having independent grounds therefore or (C) modify
or waive the requirements for effective service of process for any action that
may be brought or (D) waive the right of the Company or any other person to a
trial by jury or (E) provide that remedies are cumulative or that decisions by a
party are conclusive or (F) modify or waive the rights to notice, legal
defenses, statutes of limitations or other benefits that cannot be waived under
applicable law.

      (f) 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 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
                                   Executive Vice President, General Counsel and
                                   Secretary