Exhibit 8.1



                    [Letterhead of Willkie Farr & Gallagher]


April 5, 2002




RenaissanceRe Holdings Ltd.
Renaissance House
8-12 East Broadway
Pembroke HM 19 Bermuda

RenaissanceRe Capital Trust II
Bankers Trust (Delaware)
1011 Centre Rd., Suite 200
Wilmington, DE 19805-1266

Ladies and Gentlemen:


We are delivering this opinion in connection with the Registration Statement on
Form S-3 (File No. 333-83308) and the amendments thereto (the "Registration
Statement") filed by RenaissanceRe Holdings Ltd. (the "Company") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
(the "Securities Act"), of the Registration Statement of up to $500,000,000
aggregate securities of the Company and the Capital Trust, consisting of: the
Company's senior and subordinated debt securities (collectively, the "Debt
Securities"); the Company's Common Shares, par value $1.00 per share (the
"Common Shares"); the Company's Preference Shares, par value $1.00 per share
(the "Preference Shares"); depositary shares representing fractional interests
in the Common shares and Preference Shares (the "Depositary Shares"); warrants
to purchase Common Shares (the "Common Share Warrants"), warrants to purchase
Preference Shares (the "Preference Share Warrants"), warrants to purchase Debt
Securities (the "Debt Warrants," and together with the Common Share Warrants,
Preference Share Warrants and Debt Warrants, the "Warrants"); Share Purchase
Contracts; Share Purchase Units; preferred securities of the Capital Trust (the
"Trust Preferred Securities"); and the Company's Guarantee of the Trust
Preferred Securities (the "Guarantee"). The Debt Securities, Common Shares,
Preference Shares, Depositary Shares, Warrants, Trust Preferred Securities,
Share Purchase Contracts, Share Purchase Units and Guarantee and herein referred
to collectively as the "Securities." The Securities may be issued and sold from
time to time after the Registration Statement, to which this opinion is an
exhibit, becomes effective. The terms used herein, unless otherwise defined,
have the meanings assigned to them in the Registration Statement.


We have reviewed the Registration Statement and have considered such aspects of
United States law as we have deemed relevant for purposes of the opinion set
forth below. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic originals of all documents submitted to us as
copies.


RenaissanceRe Holdings Ltd.
April 5, 2002
Page 2




Based upon and subject to the foregoing and to the conditions and limitations
contained in the discussion in the Registered Statement, we are of the opinion
that the discussion in the Registration Statement under the heading "Certain
Tax Considerations--Taxation of RenaissanceRe Holdings, Ltd., Renaissance
Reinsurance and Glencoe--United States" and " --Taxation of
Shareholders--United States Taxation of U.S. and Non-U.S. Shareholders"
addresses all material U.S. Federal income tax considerations affecting the
Company and holders of Common Shares (other than those tax considerations that
depend on circumstances specific to such holders) and the statements of law
contained therein are accurate in all material respects, and discussion
reflects our opinion with respect to the matters of law referred to therein.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and to the reference to our Firm under
the heading "Certain Tax Considerations" and "Legal Matters" in the Prospectus
included in the Registration Statement.

Very truly yours,

/s/ Willkie Farr & Gallagher