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Re:
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Proposed Offering of up to 1,400,000 shares of Common Shares
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Pursuant to the Everest Re Group, Ltd. 2020 Stock Incentive Plan
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a)
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the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not
certified) of all documents examined by me and the authenticity and completeness of the originals from which copies were taken;
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b)
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the accuracy and completeness of all factual representations made in the Registration Statement and other documents
reviewed by me;
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c)
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that the resolutions contained in the Minutes remain in full force and effect and have not been rescinded or amended;
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d)
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that there are no agreements or understandings between or among the Company and any participants in the Plan that would
expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder;
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e)
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that, upon the issue of the Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at
least the par value thereof;
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f)
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that there is no provision of the law of any jurisdiction, other than Bermuda and the federal laws of the United States
of America, which would have any implication in relation to the opinions expressed herein; and
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g)
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that the issue and transfer of the Shares will comply at all times with the permissions obtained from the BMA.
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Based upon the foregoing, I am of the opinion that:
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1.
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The Company is duly incorporated and existing as an exempted company 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).
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2.
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Upon the issuance and delivery of the Shares in accordance with the terms of the Plan and the registration of such Shares in the company’s
register of members and when the Registration Statement has become effective under the Securities Act, such Shares will be validly issued, fully paid and non-assessable.
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