July 22, 1999
Board of Directors
Conseco, Inc.
11825 N. Pennsylvania Street
Carmel, IN 46032
Re: Registration Statement on Form S-3
Gentlemen and Madam:
I am Executive Vice President, General Counsel and Secretary of Conseco, Inc.
(the "Corporation"). At your request, I have examined or caused to be examined
the above-referenced Registration Statement on Form S-3 ( the "Registration
Statement") of the Corporation with respect to unsecured senior debt securities
(the "Senior Debt Securities"), unsecured subordinated debt securities (the
"Subordinated Debt Securities"), shares of preferred stock, without par value
(the "Preferred Stock"), shares of common stock, without par value (the "Common
Stock"), stock purchase units, stock purchase contracts and warrants to purchase
Senior Debt Securities, Subordinated Debt Securities, Preferred Stock or Common
Stock or any combination thereof, as shall be designated by the Corporation at
the time of the offering (the "Warrants") in amounts, at prices and on terms to
be determined at the time of the offering. The Registration Statement also
relates to the guarantees by the Corporation of preferred securities of Conseco
Financing Trust VII, Conseco Financing Trust VIII, Conseco Financing Trust IX
and Conseco Financing Trust X, pursuant to guarantee agreements to be entered
into by the Corporation (the "Preferred Securities Guarantee Agreements").
Unless otherwise specified in the applicable prospectus supplement, the Senior
Debt Securities will be issued under the Senior Indenture (the "Senior
Indenture") between the Corporation and Bank of New York, as Trustee. Unless
otherwise specified in the applicable prospectus supplement, the Subordinated
Debt Securities will be issued under the Subordinated Indenture (the
"Subordinated Indenture") between the Corporation and Harris Bank and Trust
Company, as Trustee.
In rendering this opinion, I, or attorneys under my supervision (together
referred to herein as "we"), have examined the Registration Statement. We have
also examined originals, or copies of originals certified to our satisfaction,
of such agreements, documents, certificates and statements of government
officials and other instruments, and have examined such questions of law and
have satisfied ourselves as to such matters of fact, as we have considered
relevant and necessary as a basis for 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 any copies thereof submitted to us for
examination.
Board of Directors
July 22, 1999
Page 2
Based on the foregoing, and subject to the qualifications and limitations
hereinafter set forth, I am of the opinion that:
1. When (i) the Registration Statement, as finally amended (including any
necessary post- effective amendments), shall have become effective under
the Securities Act of 1933, as amended (the "Securities Act") and the
Senior Indenture, including any necessary supplemental indenture, shall
have been duly qualified under the Trust Indenture Act of 1939, as
amended, (ii) a prospectus supplement with respect to such series of
Senior Debt Securities shall have been filed with the Commission in
compliance with the Securities Act and the rules and regulations
thereunder; (iii) a Board Resolution or Officer's Certificate within the
meaning of the Senior Indenture shall have been duly issued, or
supplemental indenture entered into, in accordance with the Senior
Indenture detailing the establishment of such series of Senior Debt
Securities; and (iv) such series of Senior Debt Securities shall have been
duly executed and authenticated and shall have been duly delivered to the
purchasers thereof against payment of the agreed consideration therefor,
each such series of Senior Debt Securities will be legally issued and
binding obligations of the Corporation (except as 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 considered in a proceeding in equity or at law).
2. When (i) the Registration Statement, as finally amended (including any
necessary post- effective amendments), shall have become effective under
the Securities Act and the Subordinated Indenture, including any necessary
supplemental indenture, shall have been duly qualified under the Trust
Indenture Act of 1939, as amended; (ii) a prospectus supplement with
respect to such series of Subordinated Debt Securities shall have been
filed with the Commission in compliance with the Securities Act and the
rules and regulations thereunder; (iii) a Board Resolution or Officers'
Certificate within the meaning of the Subordinated Indenture shall have
been duly issued, or supplemental indenture entered into, in accordance
with the Subordinated Indenture detailing the establishment of such series
of Subordinated Debt Securities; and (iv) such series of Subordinated Debt
Securities shall have been duly executed and authenticated and shall have
been duly delivered to the purchasers thereof against payment of the
agreed consideration therefor, each such series of Subordinated Debt
Securities will be legally issued and binding obligations of the
Corporation (except as 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
considered in a proceeding in equity or at law).
Board of Directors
July 22, 1999
Page 3
3. When the Common Stock has been duly issued and the consideration therefor
has been received by the Corporation, the Common Stock will be legally
issued, fully paid and nonassessable.
4. When (i) the Board of Directors of the Corporation or a duly authorized
committee thereof has duly adopted resolutions specifying the terms and
conditions of the applicable series of Preferred Stock; (ii) the
Corporation has filed with the Indiana Secretary of State articles of
amendment with respect to such series of Preferred Stock; and (iii) such
series of Preferred Stock has been duly issued and the consideration
therefor has been received by the Corporation, such series of Preferred
Stock will be legally issued, fully paid and nonassessable.
5. When the terms of the stock purchase contracts have been duly established
by the Board of Directors of the Corporation or any duly authorized
committee thereof or authorized officer of the Corporation and when the
stock purchase contracts have been duly executed and delivered and sold in
the form and manner contemplated in the Registration Statement and any
prospectus supplement thereto, such stock purchase contracts (whether
issued separately or as part of a stock purchase unit) will be legally
binding obligations of the Corporation (except as 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 considered in a proceeding in equity or at law).
6. When (i) the Warrant Agreement relating to the Warrants (the "Warrant
Agreement") has been duly executed and delivered; (ii) the terms of the
Warrants and of their issuance and sale have been duly established in
conformity with the Warrant Agreement relating to such Warrants so as not
to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon the Corporation and so as to
comply with any requirement or restriction imposed by any court or
governmental or regulatory body having jurisdiction over the Corporation;
and (iii) the Warrants have been duly executed and countersigned in
accordance with the Warrant Agreement relating to such Warrants, and
issued and sold in the form and manner contemplated in the Registration
Statement and any prospectus supplement relating thereto, such Warrants
will be legally issued and binding obligations of the Corporation (except
as 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 considered in a proceeding in
equity or at law).
Board of Directors
July 22, 1999
Page 4
7. When a Preferred Securities Guarantee has been duly executed and delivered
by the Corporation and such preferred guarantee trustee, such Preferred
Securities Guarantee will constitute the legal and binding obligation of
the Corporation (except as 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
considered in a proceeding in equity or at law).
I do not find it necessary for the purposes of this opinion to cover, and
accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the sale of the securities to be
registered pursuant to the Registration Statement. Without limiting the
generality of the foregoing, I express no opinion in connection with the matters
contemplated by the Registration Statement, and no opinion may be implied or
inferred except as expressly set forth herein.
This opinion is limited to the laws of the State of Indiana and of the United
States of America to the extent applicable. If any of the securities included in
the Registration Statement are governed by the laws of a state other than
Indiana, I have assumed for purposes of this opinion that the laws of such other
state are the same as those of the State of Indiana.
I hereby consent to the inclusion of this opinion as Exhibit 5.1 to the
Registration Statement and to all references to me in the Registration Statement
or the Prospectus included therein.
Very truly yours,
/s/ John. J. Sabl
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John J. Sabl
Executive Vice President,
General Counsel and Secretary