Exhibit 5.4
[Letterhead of Protective Life Corporation]
June 22, 2006
Protective Life Insurance Company
2801 Highway 280 South
Birmingham,Alabama 35223
| Re: | Protective Life Insurance Company
$712,000.00 5.500% Callable InterNotes®
$2,099,000.00 6.000% Callable InterNotes®
(Opinion re: Corporate Matters and Enforceability of Funding Agreement) |
Ladies and Gentlemen:
I am Senior Associate Counsel with Protective Life Corporation and have served as in-house counsel to Protective Life Insurance Company ("PLIC") in connection with the issuance by Protective Life Secured Trust 2006-10 ("Trust 2006-10") of its secured notes referred to as InterNotesÒ in the aggregate principal amount of $712,000.00 (the"2006-10 Notes") to be secured by Funding Agreement No. GA 6086 ("Funding Agreement No. 1") between PLIC and Trust 2006-10, and in connection with the issuance by Protective Life Secured Trust 2006-11 ("Trust 2006-11" and, together with Trust 2006-10, the "Trusts") of its secured notes referred to as InterNotesÒ in the aggregate principal amount of $2,099,000.00 (the "2006-11 Notes" and, together with 2006-10 Notes, the "Notes") to be secured by Funding Agreement No. GA 6087 (together with Funding Agreement No. 1, the "Funding Agreements") between PLIC and Trust 2006-11. The Trusts were formed for the sole purpose of facilitating the issuance of the Notes. PLIC has filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (i) a Registration Statement on Form S-3 (File No. 333-126757), on July 21, 2005, as amended by Pre-Effective Amendment No. 1 thereto filed on August 17, 2005 (the"Registration Statement"); (ii) a prospectus dated August 22, 2005 relating to secured notes; (iii) a prospectus supplement dated August 22, 2005 relating to secured notes referred to as InterNotes® to be sold to retail investors (the "Prospectus Supplement"); (iv) a pricing supplement dated June 19, 2006 r elating to the issuance of the 2006-10 Notes, and (v) a pricing supplement dated June 19, 2006 relating to the issuance of the 2006-11 Notes.
In order to provide this Opinion, I and/or other attorneys in whom I have confidence have examined and are familiar with, among other things, the following:
a. A Certificate of Existence for PLIC issued by the Secretary of State of Tennessee and dated June 19, 2006;
b. A Certificate of Compliance issued by the Commissioner of Commerce and Insurance of the State of Tennessee to PLIC dated May 30, 2006 (the"Certificate of Compliance");
c. A copy of the 2002 Amended and Restated Charter of PLIC, certified by the Tennessee Secretary of State on June 2, 2006;
d. The Funding Agreements;
e. The fully executed Closing Instrument dated June 22, 2006 relating to the issuance of the 2006-10 Notes incorporating the Cross-Receipt, and the fully executed Closing Instrument dated June 22, 2006 relating to the issuance of the 2006-11 Notes incorporating the Cross-Receipt; and
f. The Selling Agent Agreement, dated June 19, 2006 relating to the issuance of the 2006-10 Notes ("Selling Agent Agreement No. 1"), and the Selling Agent Agreement, dated June 19, 2006 relating to the issuance of the 2006-11 Notes (together with the Selling Agent Agreement No. 1, the "Selling Agent Agreements"), by and among the Trust, PLIC and the agents specified therein, including the Standard Selling Agent Agreement Terms dated as of July 21, 2005, and the related Administrative Procedures.
I have also examined such certificates and other documents and instruments, researched such questions of law, and examined such government records in Tennessee as I have reasonably considered necessary or appropriate for the purpose of delivering this Opinion. In rendering this Opinion, I have assumed the due authorization, execution and delivery of all documents by the parties thereto, other than as to the authorization, execution and delivery of the Funding Agreements by PLIC, and the conformity to authentic, original documents of all documents submitted to me as certified, conformed or photostatic copies.
Based on the foregoing and subject to the assumptions, qualifications and exceptions set forth herein, I am of the opinion that:
1. PLIC was redomesticated from the State of Alabama to the State of Tennessee in 1992 and is duly incorporated, validly existing and in good standing under the laws of the State of Tennessee.
2. PLIC is duly licensed under the insurance laws of Tennessee.
3. PLIC has full corporate power and authority to execute and deliver, and to perform its obligations under, the Funding Agreements. PLIC has duly authorized, executed and delivered the Funding Agreements. If the Funding Agreements were governed by Tennessee law (rather than Delaware law, which is specified as the governing law in the Funding Agreements), the Funding Agreements would, under Tennessee law, constitute valid and legally binding obligations of PLIC, enforceable against PLIC in accordance with their terms.
4. To the best of my knowledge, no order, consent, permit or approval of any Tennessee court or Tennessee governmental authority having jurisdiction over PLIC is required for the execution, delivery and performance by PLIC of the Selling Agent Agreements or the Funding Agreements that has not already been obtained.
The foregoing opinions are subject to and expressly limited by the following assumptions, qualifications and limitations, in addition to those previously set forth:
(i) The opinion that PLIC is duly licensed under the insurance laws of Tennessee is based solely upon the Certificate of Compliance.
(ii) The opinion that the Funding Agreements constitute valid, legally binding and enforceableobligations is further qualified to the extent that: (a) the agreements are subject to and may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity and the discretion of courts applying equitable principles regardless of whether such enforcement is considered in a proceeding in equity or at law; (b) certain rights, remedies and waivers contained in the agreements may be limited or rendered ineffective by applicable Tennessee laws or judicial decisions; however, such laws and judicial decisions do not render the agreements invalid as a whole, and there exist, in the agreements or pursuant to applicable law, legally adequate remedies to realize the principal benefits and security reasonably intended to be provided by the agreements; and (c) I express no opinion as to usury. With respect to usury, it is my understanding that the rates to be provided for in the Funding Agreements are substantially lower than Tennessee's usury limit, which, in general terms, is the prime rate plus four percentage points (4%), with a maximum of twenty-four percent (24%). A brief summary of the pertinent portions of Tennessee's general usury statutes is attached hereto as Exhibit A.
(iii) All references in this Opinion to facts based upon my"knowledge" refer solely to my current, actual knowledge, acquired during the course of the representation described in the introductory paragraph of this letter and to the knowledge of those attorneys in the legal department of Protective Life Corporation who have rendered advice or legal services in connection with such representation.
(iv) I express no opinion herein other than as to the law of the State of Tennessee.
This Opinion is rendered as of the date hereof, and I assume no obligation to advise you of any change hereafter occurring in circumstances touching or concerning the transaction which is the subject of this Opinion, including any changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to my attention.
This Opinion is provided to you in connection with the transactions described above. I consent to reliance by Richards, Layton & Finger, P.A. upon this Opinion as to matters of Tennessee law in connection with opinions to be rendered by it on the date hereof. I consent to the filing of this Opinion as an exhibit to PLIC's Form 8-K to be filed in connection with the issuance and sale of the Notes, incorporated by reference in the Registration Statement and to the use of my name under the heading "Legal Matters" in the Prospectus Supplement. In giving such consent, I do not hereby concede that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
| | Very truly yours,
/s/ WILLIAM L. MCCARTY
William L. McCarty |
