Exhibit 5.1
October 23, 2018
The Progressive Corporation
6300 Wilson Mills Road
Mayfield Village, Ohio 44143
Ladies and Gentlemen:
We have acted as counsel to The Progressive Corporation, an Ohio corporation (the “Company”), in connection with a prospectus supplement, dated October 18, 2018 (the “Prospectus Supplement”), relating to the offer and sale by the Company of $550,000,000 aggregate principal amount of its 4.00% Senior Notes due 2029 (the “Senior Notes”) pursuant to the Underwriting Agreement, dated as of October 18, 2018 (the “Underwriting Agreement”), by and among the Company, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as Representatives of the several Underwriters named in Schedule I thereto. The Prospectus Supplement supplements a prospectus, dated September 13, 2018, contained in the Registration Statement on FormS-3 (RegistrationNo. 333-227315) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Senior Notes are to be issued pursuant to an Indenture, dated as of September 12, 2018 (the “Senior Note Indenture”) and as supplemented by a First Supplemental Indenture (the “Supplemental Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
In rendering this opinion, we have examined such records, agreements, documents, certificates and other statements of governmental officials and other instruments as we deemed necessary to render this opinion. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents.
As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Based on the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that:
The Senior Notes will be valid and binding obligations of the Company, except to the extent enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws affecting the enforcement of creditors’ rights generally and by the effect of general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law, when:
(a) The Registration Statement and any amendments thereto remain effective at the time of issuance of the Senior Notes;
(b) The Supplemental Indenture, in the form to be filed by the Company with the Commission, shall have been executed and delivered as provided in the Senior Note Indenture;
(c) The Senior Notes, in the form to be filed by the Company with the Commission, shall have been issued and sold against payment of the agreed consideration therefore as described in the Prospectus Supplement and in accordance with the terms and conditions of the Underwriting Agreement; and
