Exhibit 5.1
LeBOEUF, LAMB, XXXXXX & XxxXXX L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000-0000
(000) 000-0000
Facsimile: (000) 000-0000
December 13, 2002
The Allstate Corporation
0000 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: The Allstate Corporation
6.125% Senior Notes due 2032
----------------------------
Ladies and Gentlemen:
We have acted as special counsel for The Allstate Corporation, a
Delaware corporation (the "Company"), in connection with the issuance and sale
by the Company of an aggregate of $250,000,000 principal amount of the Company's
6.125% Senior Notes due 2032 (the "Securities") pursuant to the Indenture, dated
as of December 16, 1997, as amended by the Third Supplemental Indenture, dated
as of July 23, 1999, and the Sixth Supplemental Indenture, dated as of June 12,
2000, and as supplemented by the Ninth Supplemental Indenture, to be dated as of
December 17, 2002 (the "Indenture"), between the Company and State Street Bank
and Trust Company, as trustee (the "Trustee").
In connection therewith, we have examined (a) the Registration
Statement on Form S-3 (File No. 333-39640), as amended (the "Registration
Statement") filed by the Company and the other related registrants with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), (b) the prospectus of the Company dated June
19, 2000, as supplemented by a prospectus supplement, dated December 12, 2002,
relating to the Securities, as filed in final form with the Commission on
December 13, 2002, pursuant to Rule 424(b) under the Act (the "Prospectus") and
(c) the Indenture. In addition, we have examined the originals (or copies
certified or otherwise identified to our satisfaction) of such other agreements,
instruments, certificates, documents and
The Allstate Corporation
December 13, 2002
Page 2
records and have reviewed such questions of law and made such inquiries as we
have deemed necessary or appropriate for the purposes of the opinions rendered
herein.
In such examination, we have assumed, without inquiry, the legal
capacity of all natural persons, the genuineness of all signatures on all
documents examined by us, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all such documents
submitted to us as copies and the authenticity of the originals of such latter
documents. We have also assumed that the books and records of the Company are
maintained in accordance with proper corporate procedures. As to any facts
material to our opinion, we have, when relevant facts were not independently
established, relied upon the aforesaid agreements, instruments, certificates,
documents and records and upon statements and certificates of officers and
representatives of the Company and public officials.
Based upon the foregoing, and subject to the limitations,
qualifications and assumptions stated herein, we are of the opinion that:
The Securities have been duly authorized and (assuming their due
authentication by the Trustee) when they have been duly executed, issued and
delivered, will constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture.
The opinions rendered herein are limited to the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
law of the United States.
We consent to the filing of this opinion as an exhibit to the
Company's Current Report on Form 8-K dated December 13, 2002, which is
incorporated by reference into the Registration Statements and the Final
Prospectus and to the use of our name under the caption "Legal Opinions"
contained in the Final Prospectus. In giving our consent, we do not thereby
concede that we come within the category of persons whose consent is required by
the Securities Act or the General Rules and Regulations promulgated thereunder.
Very truly yours,
/s/ LeBoeuf, Lamb, Xxxxxx & XxxXxx, L.L.P.
