EXHIBIT 23.5
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Xxxxxxx, Xxxxx & Co. | 00 Xxxxx Xxxxxx x Xxx Xxxx, Xxx Xxxx 00000
Tel: 000-000-0000
Xxxxxxx
Sachs
PERSONAL AND CONFIDENTIAL
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November 22, 1999
Board of Directors
The Guarantee Life Companies Inc.
0000 Xxxxxx Xxxxx Xxxxx
Xxxxx, Xxxxxxxx 00000-0000
Re: Registration Statement of Jefferson-Pilot Corporation relating to shares of
common stock, par value $1.25, being registered in connection with the merger
with The Guarantee Life Companies Inc.
Gentlemen and Madame:
Reference is made to our opinion letter dated October 14, 1999 with respect to
the fairness from a financial point of view to the holders of the outstanding
shares of common stock, par value $.01 per share, of The Guarantee Life
Companies Inc. ("Guarantee"or the "Company") of the Merger Consideration (as
defined therein) to be received pursuant to the Agreement and Plan of Merger,
dated as of September 19, 1999, among Jefferson-Pilot Corporation ("Jefferson-
Pilot"), Jefferson-Pilot Acquisition Corp. ("Merger Sub"), a wholly-owned
subsidiary of Jefferson-Pilot, and Guarantee, as amended by Amendment No. 1 to
Agreement and Plan of Merger, dated as of October 14, 1999, by and among
Jefferson-Pilot, Merger Sub and Guarantee.
The foregoing opinion letter is provided for the information and assistance of
the Board of Directors of Guarantee in connection with its consideration of the
transaction contemplated therein and is not to be used, circulated, quoted or
otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement.
In that regard, we hereby consent to the reference to the opinion of our Firm
under the captions "Summary--Opinion of Financial Advisor," "The
Merger--Background of the Merger," "The Merger--Recommendation of Guarantee
Board of Directors and Guarantee's Reasons for the Merger," "The Merger--Opinion
of Xxxxxxx Xxxxx, Financial Advisor to Guarantee," and "The Merger Agreement--
Representations and Warranties" and to the inclusion of the foregoing opinion in
the Proxy Statement/Prospectus included in the above-mentioned Registration
Statement. In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
The Guarantee Life Companies Inc.
November 22, 1999
Page Two
Very truly yours,
/s/ Xxxxxxx, Sachs & Co.
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(XXXXXXX, XXXXX & CO.)
